


Whispers in the Winter Wind

by Mystery_Name



Category: Ultimate Spider-Man (Cartoon 2012)
Genre: 4th Wall Breaking, Angst, Angst for days, For a second, Origin Stories, Protective!team, SHIELD students are feeling sad, Snow Storm, Spidey can't leave the Triskelion, Spidey wants to know why!, Teen Angst, all the feels all around, but also humor, changed backstories, episodes references, everyone is getting in on it, like seriously, made up backstories, my Christmas present to my fandom, origin story time!, protective!Spidey, sad!Spidey, stressed!Spidey
Language: English
Status: Completed
Published: 2017-12-28
Updated: 2018-01-25
Packaged: 2019-02-22 22:56:27
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 3
Words: 31,345
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/13176951
Author URL: https://archiveofourown.org/users/Mystery_Name/pseuds/Mystery_Name
Summary: "I almost did it. I was so close. I just, " my hands cupped together as if curled around an imaginary neck. I could almost feel the beat of a phantom pulse under my fingers. "I...I wanted to see him die."





	1. Chapter 1

**This is my first time posting a story in Peter's 1st person point of view. Hope you enjoy ;) (important authors note at the end)**

**Disclaimer: I do not own Ultimate Spider-Man.**

Peter Parker POV

Web-slinging through New York on most days would've been fun.

The sun would be shining, there'd be a cool breeze trifling through the city, and there'd be nothing up there to bother me aside from, perhaps, the occasional collision with a flock of pigeons. But, feathers and bird poop aside, it would still be great.

Know why?

Because it'd be  _warm_.

Unlike now, as I sat shivering on a tall building ledge. In the middle of December. On Christmas Eve. While it was snowing.

I shivered violently again within the frigid spandex of my costume, pulling the blue gilet coat closer around my chest before quickly rewrapping the scarf around my neck, so it didn't fly up in my face with the next obscene gust of wind.

Beneath the thin fabric, my cold skin stung to the extent that no amount of rubbing was going to help. No matter, playing into my ignorance and naivety, I rubbed my hand over my arms anyway with the intent to spark fire. Curse the cold. Curse gilet coats that did nothing. Curse criminals who never took the holidays off. Curse the Earth for spinning on its axis and causing seasons. Who thought that was a good idea anyway?!

I shifted on the building ledge, cracking and shaking off the ice that was beginning to crust on my costume. Fortunately, I wasn't at the brunt of the attack of snow. I chose this building specifically because of its low hanging balconies and gargoyle shields, both proving to be decent refuge from the otherwise innocent-looking snowflakes.  _Unfortunately,_  it didn't keep all the snow away. Teeth chattering and limbs shivering, I blew into my cold fingers in an attempt to bring warmth and feeling back to them.

No such luck.

For the umpteenth time, I wished I was wearing a gigantic, feather-stuffed, fur-lined winter coat, or, even better, a snowsuit that could make me look like the Michelin Tire guy from the commercial. Unfortunately, however, those things weren't very aerodynamic when it came to swinging around on webs - too much air drag and all that fun sciencey stuff. Which was sad. For once I wished my powers weren't so keen to acrobatics. Frankly, the gilet and scarf were the only things I could wear that wouldn't give off as much air resistance, and while they were good and light-weight, they didn't do much to keep the cold away at this height.

Attempting to rub heat into my hands again, I tried to take my mind off my impending case of hypothermia and frostbite. Across the street, the Rockefeller Center ice rink was teeming with masses of people gathered on the ice, wrapped in their warm clothing, and enjoying an evening with friends, family, and hot cocoa.

Leaning against the frigid surface of the building, I watched the gliding crowds intermingle and twist, thinking of the times when Aunt May, Uncle Ben, and I had gone skating. It had become something of a tradition for us. Every year, the day before Christmas Eve, we'd spend the entire day at the ice-rink. Uncle Ben always challenged us to a race from one side of the rink to the other, which Aunt May always won. Then we'd try out different skating tricks, and drink hot chocolate until we were about to burst. One year, Uncle Ben had been trying to skate backward and accidentally spilled his hot chocolate on a total stranger. Oh, I'd never forget how the two had gotten tangled on the ice, tripping over each other, rolling around in spilled hot chocolate, both shooting out flustered apologies as they tried to help each other up. The memory made me smile, and despite being so high up, I tried to stifle a small laugh behind my hand. I missed those days. I had looked forward to them even more than Christmas.

 _Dang_ , how long has it been since  _I_  went ice-skating? Definitely not since Uncle Ben passed, but it seemed like ages. I bet Aunt May misses it too. Every year she'd sew up news sweaters and scarfs for us to wear. I'd definitely rather one of those than the gilet coat I had right now. Eyes fixated on the ice, I found a block of determination freezing in my chest. Why shouldn't we continue the tradition? MJ and Harry would love to join. If I could get a day off after Christmas, maybe I could rally them and Aunt May and we could all spend an evening with drinking hot chocolate and skating. Of course, I wasn't opposed to group activity either. The Ultimates, Web Warriors and New Warriors could also join in. It would totally be fun!

Admittedly, I'd usually be worried about hiding our superhero attributes in public, but a giant winter coat could conceal just about anything. Zabu would have to stay at the Triskelion though. Couldn't risk a sabre tooth tiger scaring the wits out of the citizens. We'd probably get the police and animal controls called on us. Squrriel Girl and her tail wouldn't be a problem, she usually slept around the winter months with squirrel friends- so I doubt she'd want to journey out of her warm bed to slide around on ice in freezing cold weather. I wasn't sure about Cloak either. Glowing eyes and a Grim Reaper cloak probably wouldn't sit well with most people. I wonder if he could change his clothes...huh...I'd have to ask him next time I see him.

I almost had to muffle another laugh. It was ironic that just a few years ago I had been patrolling this very spot, alone, wondering what kind of lame excuse I would come up with when I couldn't make it to the Osborn's Christmas party on time. And now here I was, already planning a trip to the Rockafeller Center for my three teams. That's a grand total of  _15_   _people_  (including Sandman of course).

Sometimes it was astounding how at one point, it had only been me. A lone teenage boy swinging around in a bright onesie with nothing but hand-built webshooters and questionable wit to fight crime with. Then it had increased to 5 when I joined S.H.I.E.L.D and became an official member of a team. Then 10 when the New Warriors were formed, and now, here I stood at a whoppin 15 with the addition of the Web Warriors-plus Sandman, even though he's not _technically_  a member of the team. He needed some time to himself after Amadeus and I found him held captive by Doctor Octopus.

Even so, I could still remember my days of crime-fighting alone, going on patrols by myself, and bandaging and cleaning my own wounds, worried that I wouldn't be able to hide my injuries from Aunt May. But now, just a few years later, and I'm worried about the cohesion and safety of my team. The thought sent a warm glow throughout my body, making my frozen fingers tingle almost pleasantly. The change between my old superhero life and my new one was...startling, but amazing at the same time. I'm enjoying the new one a lot more, to say the least. It was nice not having to lie or sneak my hero life around my family - well, most of them anyway. Harry and MJ still didn't know, and frankly, I didn't have the guts to tell them yet. If I were to tell them now, MJ would probably take one of the giants, plastic candy canes lining the rink and start beating me with it for not giving her the exclusive Spider-Man interview she's always wanted. She'd probably even switch off and give Harry a turn as soon as he got over his horrified shock.

Call Spider-Man a yellow-bellied, lily-livered chicken all you want, but I didn't want to face either of them with this part of my life until both were properly and safely secluded in a place where I'd be safe from their anger. Of course, sooner or later they'd have to find out, but for now, well...let's just let it be later.

My thoughts were interrupted by a sharp beep from my wrist communicator.

- _Spider-Man_ , Conners called from below. Sighing, I lifted my wrist so I could see Connors more clearly through the screen.  _Where are you? the scientist asked. I just finished the design for the weapon against Hydra. I wanted to start building it right away_.

Oh, right.  _THat_  was a thing. "Sorry Doc," I grimaced, "this weather is going to be the death of me. My skin already almost fused itself to a building wall this morning. I'm doing the best I can out here. Did you know some spider's hibernated through the winter? I'm thinking about taking a page from Squirrel Girl's book and hitting the hay all winter long."

Conners rolled his eyes, though I let myself believe it was through affection. - _Alright, fine. Just get on over here. I need some of your muscle if I'm going to get started on this._

Some of MY muscle.  _Ha!_  The first time I've ever heard  _that_  one before. But even if it left me feeling puffed inside, I still felt a twinge of irritation.

"I'm supposed to be heading over to Aunt May's for Christmas Eve with Harry and MJ, can't Venom or Scarlet lift for you?"

- _Of course not._

"Why not?"

- _Because they don't appreciate the delicacies of science like you do._

I groaned, huffing against the building wall. Curse my love for science too! Albeit, Connors did have a point. Agent Venom and Scarlet Spider weren't the most delicate of people when it came to science. Miles was a little better, but he didn't like being cooped in a lab. Amadeus would be a good partner, but the Iron Spider suit was only so strong. Besides, if Cho got a look at the plans, there was no doubt he'd take over the whole operation. The kid was a genius, but Connors needed to keep the info about this weapon within a small circle, and he probably didn't want to fight for the keys over the whole operation with a teenager.

"Alright," I muttered, flicking irritably at the snow growing on the foot of my gargoyle shield, "I'll be there soon."

Connors' eyes softened.  _-Thank you._  he said, voice light with gratitude. Then the screen went black.

I sighed again, rubbing my face and smearing frozen water over my eye-lenses. I loved my teams like a family, loved Connors like an Uncle, but that didn't mean I liked having no time to himself. Sometimes I felt more like the Ultimate  _Spider-Mom_  than the Ultimate Spider-Man. Perhaps I could take on the name "Daddy Longlegs" instead, and completely surrender my title of "Spider-Man" to Miles.

But I wasn't that desperate yet. Duty calls. Making sure the gilet was zipped as far as it could go, I pried my freezing skin from the building and crouched on the ledge. I waited a second for the chilly evening wind to slow, before jumping off and diving head first into icy winds and falling snow. I wasted no time in shooting a web, however. Web-swinging in the winter was a lot harder than in any other season. There were things like ice and sleet on buildings, making it difficult to latch onto anything. Besides, the snow did stuff to my spider-sense anyway. My danger sense wasn't as sharply attuned as it should be when snow falls, as the if flakes was a bunch of static to my brain. Rain was kind of like that too, but not nearly as bad. As it was, my spider-sense is definitely helpful when swinging around hundreds of feet in the air, and with it on the fritz, I need to be a lot more careful unless I wanted to paint the city red - in the most horrific way possible.

Through the snow, above the buildings, I noticed clouds thickening in the distance.

I really hope we aren't in for a storm.

* * *

"Connors, these are brilliant!"

"Why thank you, Spider-Man." Connors nodded, face straight and professional. But past his facade, I could see pride and excitement in his eyes. The doctor was just as impressed with himself as I was.

I leaned over the table, bringing the blueprints closer to my face to silently read over the footnotes and detailing again. I wouldn't call myself top-notch level genius like Cho or Tony Stark, but I understood enough to see the ultimate design of the weapon - which was more than the average person could say. And from what I was seeing, this weapon was gonna be pret~ty impressive.

There was just one problem.

"So, uh, what kind of weapon is this?" I asked, trying to keep my skepticism low and easy.

Connor stopped his fidgeting with a contraption on the table, seamlessly catching onto my tone and quirked an eyebrow. "It's not lethal if that's what you're asking," he assured me, looking back down to tinker with his project. "I know how sensitive you are to those kinds of things, so it's not like I'd ask you to help me make one."

A breath of relief pressed past my lungs. "Phew, and makes me glad how considerate you are." Unlike most kids my age, I don't really enjoy a lot of violence -  _especially_  the lethal kind. Which was weird because I was  _literally_  out fighting criminals, gangs, thugs, or villains all the time. Maybe it was because I was nearly killed every week due to my heroic "hobbies", or perhaps it was because I was raised by the two gentlest, fair-hearted people on the planet. Whatever the reason, I wasn't too fond of weapons of any type; guns, knives, swords, or just about anything that was pointy or spewing lasers and bullets. If I needed a weapon, I preferred it was my own two fists and my web-shooters.

 _Buuuuut_ , there was the occasion when I DID enjoy using weapons. But those were things like the Webcannon 3000, and Arachnadisks, and Impact Force Bubbles, and Invisa Shields - utterly awesome, but designed to immobilize, not kill or do excessive harm. Those were Spidey's type of weapons.

I set the paper down gently, keeping it flat on the table. Looking up, I clapped my hands together, asking with a smile, "So, what do you need done first?"

"I need you to move those pneumatic motors over by the turbine by the - yeah, right there. Then I need a few hydraulic cylinders placed inside that engine on the table." Dr. Connors instructed, pointing to each device in turn.

I nodded, looking over the machines before shooting him a thumbs up, "Got it. I'm totally on top of this." I jumped across the room and landed in front of the motors. These weren't your typical types of motors. These were huge, monstrous machines, heavy weighted, thick, and enforced with steel and titanium. They were long, dark, and tall, looking like they belonged in a massive submarine owned by some evil, top-secret organization. But, overall, it was nothing a little spider strength couldn't handle.

Carefully, as if picking up a bomb, I curled my fingers around the bottom edge of the motor and began to lift, gradually putting more and more of my strength into it as the device got heavier. Once it was off the ground and I had a firm hold, I carefully walked across the floor and set it down by a bigger, heavier looking turbine. Without so much as a pause, I turned to go back to fetch the other ones.

We worked in silence. The only noises in the room were the small tinkering of Connors with his contraption, and the soft thud of motors hitting the ground. Once those were done, I turned to place the hydraulic cylinders into their designated engines.

"How long do you think this is going to take?" I piped up, rolling one of the hydraulic cylinders in my hand, effectively jolting Connors out of his scientific daze.

"What?" the older man mumbled, squinting at me. "Oh, you mean the weapon? Hopefully, with a bit of luck on our side, no more than a month. The procedure and design are extremely delicate, going any faster things would not turn out well."

I paused my work. "...How bad would it turn out?"

"Well," he thought, "think...BOOM."

"Boom?" I parroted.

"Boom," he confirmed.

I gulped, "Well then, no rushing. Got it." I slowly placed the cylinder into the turbine, holding my breath as it clicked in place. There was no resulting boom. Nerves tingling, I picked up the next one with delicate fingers.

I would really hate it if I had to rebuild the Triskelion...again...

* * *

It was later when I was walking through the halls of the Academy, waving to S.H.I.E.L.D agents as I passed, as I headed to the classrooms on the other side of the building. After an hour or two of helping Connors in the lab, I decided I might as well check up on the teams before I headed back to Queens. They weren't supposed to be doing any physical training today. Rather, the S.H.I.E.L.D technicians had put together some videos and clips of battles/scenarios that the students would watch and later identify steps or tools they would use to defeat a certain villain. The videos were fast and shaky, sometimes they jumped back as if they were taking a small rest, or jerked forward like they were landing a blow. They were designed to get the students' minds reacting faster so they would start to naturally come up with the solution on their own.

To be honest, I was supposed to be the one overseeing the exercise. But, between doing a Christmas Eve patrol and working in the labs with Connors, I had to take a rain-check, leaving White Tiger and Scarlet Spider in charge of the group activities. I shuddered to think of the poor soul who happened to get on  _their_  wrong side. Those two were as fierce as fierce got.

But, teenagers WERE still teenagers - I should know, I happened to be one. And sometimes, when something got boring, minds tended to drift. I expect that right about now, with Amadeus's expertise in all things machines, they were probably watching some action movie or superhero clips on youtube. That's what  _I_  would probably end up doing, anyway. Which was probably why Fury doesn't trust me in the computer labs alone anymore.

But, I was pleasantly surprised when I entered the classroom to find the teams _actually_  sitting in their seats, holographic screens glowing, as the assigned fighting clips played in front of only sounds in the room came from the speakers in the desks' sides, playing the screams, shouts, and explosions that came with fighting. White Tiger and Scarlet Spider did a pretty good job, from what I could see. Everything was running as smooth as glass.

That s, until a loud shout came from the person closest to me.

"ARGH! THIS IS IMPOSSIBLE!" Agent Venom fumed, fist clenching so hard he looked close to smashing the desk in with his hands. He jabbed a finger into the screen aggressively, and a moment later the device beeped, flashed red and said in a flat, robotic female voice, " _You have been decapitated by Taskmaster. Try again._ "

"ARGH!"

Nearby him, Dagger was hunched over her desk, rubbing her temples in frustration. "Well how was I supposed to know that there was a fuse there," she growled under her breath.

Nova sputtered curses from across the room.

Okay, maybe not as smooth as glass.

I cleared my throat, the noise sounding out of place within the frustrated premise. "Hey peeps," I called, wincing with my choice of words. Who says peeps anymore? "What's up?" Heads instantly popped up and swiveled in my direction.

"Spidey!" Agent Venom cried, voice swiftly changing into one of greeting. "Does that mean we're done? Please say yes, I've had it with this exercise. Can't we just go to the training rooms and punch some L.M.D's instead?" his screen beeped within his rant, saying loudly  _You've been stabbed by Kraven the Hunter. Try again._

I was almost certain Venom's eye twitched beneath his mask. "Grrrah! No one tells Agent Venom what to do!"

I quickly caught Venom's fist before it connected to the screen. "Whoa, easy there. I'd hate to have to replace the desks...again."

Agent Venom chuckled sheepishly, rubbing his head with his hand. "Sorry..."

"No problem," I said, looking over at Kazar who was muttering something unintelligible under his breath. "Mind telling me what the problem is?"

As if recalling the source of his frustration, Agent Venom's glare returned to the screen, hands clenching in spite. "It's just this stupid assignment is  _impossible_. No matter what I do, something goes wrong and the stupid computer makes me restart. It happens. Every. Single. Time."

"So...maybe you're doing something wrong?" I suggested with a small shrug. "I don't know, to be honest, I haven't even done the assignment yet."

"Yeah, well, it sucks," Nova commented as his computer beeped and told him he'd been disintegrated. His teeth grit together, jaw clenching. "I swear, if this thing talks one more time, I'm gonna..."

What a bunch of drama queens. If the videos were a little difficult, then the technicians did their jobs right. "Come on, it can't be that bad," I replied, rolling my eyes.

Nova quirked an eyebrow at me, lips pursing. "Fine, Mr. I-can-do-anything, why don't you come try." He turned the black screen in my direction and gestured cooly to it. I paused, struck with the challenge. Wow, Nova must be serious if he was taking it that far, challenges were usually reserved for on-hand training and videogames. I did a quick look around the room, noticing how the rest of the class was watching now, waiting intently for an answer.

My confidence in the clips dropped a notch. "I didn't say I could do anything," I remarked, going for casual and feigning indifference. "But fine." It's not like I could back down anyway. The respect I've been gradually collecting over the years was on the line. They were all used to me stepping up to the challenge, so how could I say no this time? I'd just have to hurdle through it and be done. If push came to shove, I could always blame it on the fact that I hadn't even seen the clips since I watched the technicians build them.

Nova smiled, already looking smug, and leaned back in his chair, arms folded, as I stepped in front of the screen. There were two buttons on the black surface, one with word 'Restart' on it, and another that said 'Help.' Where was the exit button? There was always supposed to be an exit button.

Doing another idle glance around the room, my team watched in amusement. All of them looked pretty eager to watch me fail. Dang, the videos must've really riled them all up. Which meant there was officially no going back. Not with my reputation at stake.

"Come on Webhead, you're not backing down are you." Buckethead antagonized, "It's just a few measly videos, remember? Nothing the Ultimate Spider-Man can't handle."

"Don't get your bucket in a twist," I snapped, "I'm going." I pushed the 'Restart' button. Almost instantly, both buttons disappeared and were replaced with an automated female voice ' _Exercise will begin in 5 seconds...1...2...3...4...5'_  As soon as the last number disappeared, the screen instantly surged to life with a video of some street in New York. Small buildings and garbage cans were on fire, sending black smoke in the air as screaming people ran for safety. The cars on the road swerved to avoid hitting pedestrians and other drivers, the screeching of tires rising above the screaming, the wailing of sirens grew in the distance. The video enlarged to reveal Molten Man at the center of the chaos, angrily spewing fire at police officers hiding behind their half-melted cars.

After a few seconds, the video suddenly pitched forward, as if attacking. Molten Man grunted, turning to face the screen, yelling, " _Do you really think you can stop me?_ " and shot fat globs of fire from his hands. I rolled my eyes. The technicians could've lightened up with the cheesy lines. Not all villains talked like that. The video dodged the fire attack and sprang forward. A second later Molten Man stumbled back with a grunt as if he'd been punched,

" _You're going to pay for that_!" he said with a lunge. Rather than getting creamed by the Human-Torch-Wannabe, the screen went black and a question popped up:  _What could you use out of your environment to defeat Molten Man_?

I rubbed my chin with a hum. I actually remember this fight. Each video clip for the exercise was taken from cameras and sensory detectors hewn into the suits of the students to record their fights. Nova must'be gotten the battle I had with Molty a few months back. I didn't pick up much from the video alone - but I did remember that battle fairly well, mostly because of the second-degree burns Dr. Connors treated for me. From what I could recall, Molten Man had managed to rally a bunch of goons to rob a bank for him. Busting up the goons was easy enough, but in his attempt to get away, Molten had cornered himself on a street and went on a rampage trying to get out of it. The original fight had taken too long. Most of the citizens walked away unharmed - thank goodness - but there was heavy property damage. I finally had managed to put him out of commission by dousing him with a fire hydrant hidden behind a cop car when he had burned up most of his energy You could barely catch a glimpse of the hydrant in the video, but I knew for a fact it was there. I quickly typed my reply in the response box and entered it in.

We all sat silently while the machine processed the answer. It beeped green. ' _Villain defeated. Move on to next clip_." and a new button with 'Video 6' on it appeared on the screen.

WHOO!" I pumped my fist, doing a little victory dance, "AH yeah! Uh-huh! Spider-Man one, Molten Man zero!"

Scowling, Nova jerked the screen back around. "You got an easy one," he muttered, slouching in his seat as the next video played. I paused halfway through the Cupid Shuffle, noticing the way he picked solemnly at his desk, hardly even paying attention to the new video. If I didn't know any better, I'd almost say Nova looked...disappointed. I stopped my celebrating, overcome with a sudden prick of guilt. I - I didn't do something wrong...right?

Turning back around, the other students had lost interest and were back to their exercises. I swallowed softly. Many of them had looks that reflected Nova's. Had I done something wrong? I hadn't said anything about Nova's helmet outloud again, did I?

Eyebrows pinching, I turned back to Nova, suddenly self-conscious. "Uh...whaaat did I do now?"

Nova rolled his eyes, irritation darkening around his iris's. Quietly, in almost a whisper, he muttered, "How'd you do it?"

"Pardon?"

"How. Did. You. Do. It." he repeated roughly. "The exercise. I've been working on that video for, like, nearly 10 minutes now and I always forgot something. And you just come in and finish it in one. How'd you do it?" I didn't need to turn around to know the other kids' interests were pigqued once again.

"Um...well," I rubbed my neck uncomfortably, trying to recall my memories of that day, "Molten Man was already pretty over-heated, and the fires he made were already sucking up all the oxygen, so just getting him mad enough to follow you around is enough to wipe him out, and then there was a fire hydrant behind one of the police cars. So, you know, just had to pop it open and," I made  _whoosh_  sounds, followed by steam, "And bada-bing-bada-boom, Molten Man is defeated."

They all continued to stare at me for a few long seconds before looking away wordlessly. Nova shook his head in disbelief and turned back to the exercise, looking worse than before.

Okay, what did I do this time? Nova was the one who asked.

Looking back and forth between the group, no one provided any answers to my questioning look, and, frankly, I was feeling a bit hesitant about asking.

"Uh...I'm going to go check on Dr. Connors," I told them, inching back to the doors. "Bye?"

No one offered any objections, so I left without another word.

* * *

I didn't end up going back to the labs. Instead, I went up to Nick Fury's office to get a bit of paperwork done.

And by "a bit" I meant a stack so high it went past my head. When hearing about S.H.I.E.L.D, people thought of agents, spies, cool theme songs, and explosions that could only be seen in a James Bond movie. What people seldom thought of was the financial problems. The staff needed to be paid, the water and electricity bill needed attention, food, fuel, and weapons needed to be bought, international threats and issue's needed to be sorted out (though Connors normally took care of those). Not to mention the Triskelion got attacked, beaten, and broke every other day by some villain out for revenge - money went into rebuilding this stuff! Lot's of it! No wonder Fury is always so grumpy. If I was stuck behind a desk sorting through water bills and international affairs, I'd be one step behind throwing someone off the Tricarrier myself.

And if head-inducing paperwork wasn't bad enough, then the worsening weather outside was like a stubbed toe. Thick clouds bunched so close they looked ready to fall under their own weight and crush the ocean. The Triskelion itself was being hugged in a thick layer of misty clouds. From inside it looked pretty, almost mystical, but from outside -  _ugh_ , it was so  _coooold_.

It wasn't necessarily  _cold_  inside the office, but sooner or later I was going to have to journey outside the Academy. I promised Aunt May I'd be home in time for Christmas Eve dinner with MJ and Harry, and I've been so busy being Spider-Man that I didn't dare pass up the opportunity to spend time with the three closest people I had. However, if the weather continued like this then the only way I was making it back to Queens was as an authentic, frostbitten Spideysicle, complete with beanie and gilet!

Sighing, I leaned forward, pressing my forehead against the cool glass. Well...at least it wasn't snowing.

A fat snowflake spiraled suddenly through the air, tauntingly, before resting on the thick layer of snow already coating the ledge. _Frick._  Groaning in frustration, I spun back around in the leather swivel chair and plopped down on the desk, sending papers zig-zagging across the floor in all directions. Great, just great, now I had bills to pick up. Just wonderful...

Another groan pushed past my tongue. I did NOT have the willpower to rise out of the comfy swivel chair, nor any desire to pick the papers up at all. Heck, I was tempted to swipe all the folders and stacks off the desk just to watch the chaos that ensued...that wasn't weird, was it?

Yep, this has become my life. Finding delight in knocking papers over. Peter Parker everyone, bask in my  _amazingness._

I groaned once more and slouched in my seat childishly. As I stared at the scattered papers, a familiar nagging anxiety began to prob at my brain like a hot iron rod. There was so much to get done, so many things that needed to be attended to, and whenever I actually managed to get those things done, there was always something different taking its place. I could barely remember to take out the trash at home, much less balance taxes and dues of an entire organization.

"What were you thinking when you left me in charge, Fury?" I whispered harshly at the S.H.I.E.L.D logo stamped in the desk's center. I was lucky Connors was still here. I couldn't do this all on my own. I mean, a teenager running S.H.I.E.L.D? The thought was utterly ridiculous - even to me.

Yet, here we were. A teenager slumped in an office chair, surrounded by bills and papers that should only be touched by confident, adult hands. Hadn't Fury ever planned for something like this? Where was Coulson? What happened to the pirate Captain's First Mate? The righthand man? Number Dos in the leadering of S.H.I.E.L.D?

Ha, with my luck, Coulson was probably on some vacation in the Bahamas or something. Yep, I could see it now. Coulson lounging in a chair on a sandy white beach looking out into a sea-green ocean, a colorful drink in hand with one of those cute little umbrellas inside and a lemon and cherry on the rim. He laughs at a live-video of me, the exhausted, emotion-ridden kid with my head on fire, running around in circles screaming "Too much! It's too much!". Then Coulson would probably sip his drink and look over at the chair next to him where Aunt May is - whoa! Wait a minute...what's Aunt May doing here?

I shook the image away with a long shudder. Man, I swear my imagination is getting crazier...and disturbing...Coulson better stay away from Aunt May. Sure he got my A-okay for going out on dates, but didn't adults know how to take it slow? Baby steps guys, baby steps.

The papers stared at me from the floor. You know, Dr. Strange's eye of aggamotto would come in pretty hand right about now. All I had to do was ask the eye-thingy to do something and it usually complied. Eh, usually. I'm 87% sure there's a reason Dr. Strange speaks spellcaster when he uses magic. If only things were always as easy as saying something and watching it happen. And, to be honest, I was kind of missing those purple look-like-they-should-be-grape-scented webs. Dang it, why couldn't I have been bitten by a radioactive magician? Or, at least a radioactive sorcerer supreme. With just a 'Bippity-boppity-boo, put the animal-themed villains back in the zoo' then BAM! Problem solved.

Unfortunately, I was NOT bitten by a radioactive magic-wielder, and have remained the boring spider-enhanced muggle I was. Now I had to pick everything up by hand. UGGGGGGGGGGH! I glared at the offensive paper, this was its fault. But responsibility was responsibility. Slowly, I switched my position in the chair so I was laying across the seat horizontally with my head and arms sticking out one of the armrest holes while my feet dangled out the other end. Planting the tip of my toe into the ground, I pushed off, and the chair moved to my will. Together, we slowly wheeled across the glossy floor, barely coming to a stop less than an inch from a water bill.

Step 1: Approach target. Complete.

Step 2: Grab target. Eh...that was a little harder.

Stretching my arm out, I reached for the paper, barely catching the edge with the tip of my finger. Using my sticking abilities, I fused my skin to the edge and dragged it to the chair. Hahahaha - boo ya! Mission accomplished. With a victorious wiggle, I shoved the paper between my stomach and the chair and planted my feet.

Alright, 1 down, roughly 10 more to go.

I pushed off again, rolling up to a report from the Damage Crew. Within seconds, it found its place with the other one. The next paper was less than a foot from that one and was quickly claimed and put with the others.

The fourth time, I had to wheel further away to catching an electricity bill, then nearby was the food budget and the toilet repair bill. Hulk really needed to stop using our bathrooms, that, or we at least needed to invest in some sturdier 'Johns', the poor toilets couldn't take much more of this abuse! Heck, S.H.I.E.L.D Academy couldn't take more of this abuse! Do you know how many times we've had an emergency evacuation because we thought someone had bombed the Academy with poisonous radioactive gas?

Too many times!

Huh...come to think of it, was Hulk's gas radioactive...and actually green like in the cartoons. Oh...oh NO. Disturbing...oh gosh, VERY disturbing...GAH!

 _Stop thinking about it!_  I scolded myself.

That was a very good idea. Very good indeed...but...radioactive gas...gah! Gross!  _Stop thinking about it! Stop thinking about it! Stop thinking about it!_

But...I can't...

With a gag and a shudder, I smacked my head, trying to pound the image away "Stop having such an overreactive imagination!" I yelled accusingly at my brain.

Nearby, someone coughed

I froze, feeling cold dread drop in my stomach. Suddenly desperate, I spun around on the swivel chair, or as fast I as could anyway. Rather than the smooth turn I was going for, my body flailed like a fish out of water and the chair choppily jerked around toward my unexpected guest. A figure appeared in my view. My mouth fell open as I gaped up at Dr. Connors, who was staring back in stunned silence.

A beat.

I scrambled to get up out of the chair. I managed to scrunch my legs and get them up in the seat but squirmed fruitlessly on the opposite side where my head and arms thrashed desperately for leverage. When I tried to pull them out, my arms squeezed up against my head, which squished my cheeks together making my face bloat. Unable to help the whine from pushing past my pursed lips, I kicked my feet vainfuly, searching for stability. Instead, I lost my balance and fell forward out of the armrest where I dropped in a pile of limbs and spandex on the floor, one foot still caught up in the crook of the chair.

I wish I could say that I managed to get up with whatever pride I had left, rather, I tripped over my own feet and stumbled shakily back on my legs where I awkwardly brushed myself off, straightened my mask, and regarded Connors with as much dignity as I could muster. "Uh...ma-may I help you?"

There was an eyebrow raised, and it wasn't mine. But Connors looked at me with what could only with described as resigned acceptance, bless his beautiful soul, and said, "Um, yeah, I was just coming up here to get a little paperwork done..." a long pause, "How about you?"

"Oh, you know," I made an erratic gesture, "just, uh...doin some paperwork too...cause that needs to get done...and all..." I clasped my arms together, twisting my fingers before they dropped and swayed awkwardly at my side. "Uh...yeeeaaaah..."

Another pause.

I coughed into my fist as Connor's stared at his shoes.

"Well," I said, snapping the tension with a sharp clap that left me wincing, "I'll just let you get to it then."

"Yeah-yeah, good idea. I'm gonna go, um, get a little work done."

I nodded, reaching for the chair, only to stumble as it rolled just out of reach. Catching my balance, I chuckled sheepishly and clutched the top of the chair and rolled it to a rest in front of Connors. "I'll just, uh, go then." I passed the chair off to him, who took it wordlessly and walked away trying with all my might not to bolt to the door. I still had a little bit left of - oh, what was that thing called? Oh yeah, dignity.

But, I can't say I didn't hotfoot it out of there as soon as the doors closed. Once out in the hall, I booked it across the floor, spinning around the corner, and put as much distance as I could between me and that room.

Screw dignity, I want to go home.

* * *

I can't go home.

Why may you ask? Did some nefarious supervillain attack the Academy, rendering it helpless and in need of some superhero saving? Was there an alien invasion from a swirling magical vortex hovering over the city, preventing me from skedaddling on home to my bed? Did Tippy Toes get stuck in the ventilation systems again?

Nope. None of the above.

It was because of one cruel, cold, and evil thing that I am convinced is bent on taking over the world, if not for the sun.

Snow.

Yep, snow. Those little flakes of frozen and crystallized water that were falling outside as if the heavens themselves were dooming the world to live in cold swafts of watery cotton.

Snow. Otherwise known as my new worst enemy.

Who cared about Goblin or Doctor Octopus and their threats and actions on my life? Snow was obviously the true villain. The real bane to my very existence. And, as of right now, my greatest enemy was tearing a storm over the Academy, New York, and half of Jersey. Drowning the cities in crystallized water.

I really should've paid more attention to the weather report Aunt May had on this morning. But could you blame me? I was eating wheat cakes! And when eating wheat cakes, nothing else mattered. But now, because of my weakness, I was now stuck inside the Academy with nothing but a cold stretch of ocean and a giant blizzard keeping me from going home.

Of course, I could always tempt fate and try my hand at flying across the water, through a blizzard in the Spider Jet, all the way to Queens. But, while I always wanted to be like Captain America, I didn't want to be THAT much like him. Becoming a spider-sicle at the bottom of the bay was not the most heroic way to go. I'd forever be known as that stupid, spandex covered teenager who died flying through a snowstorm, all because I wanted to go home to my dear, sweet auntie, rather than spend the night in a warm S.H.I.E.L.D base.

Yeeeaaah, no. I love Aunt May, and I may be reckless, but even that was pushing it.

Which left me here, shouting in a phone with one finger pushed into my ear, trying to explain to Aunt May why I wasn't going to make it back in time for dinner.

"Look, I'm sorry Aunt May, but...what was that?...a little louder, you're breaking up...I said YOUR BREAKING UP...yeah, crazy storm...uh-huh...well tell Harry and MJ -...TELL HARRY AND MJ I'M SORRY THAT I COULDN'T MAKE IT...oh, they couldn't make it either...I said, oh they couldn't make it either...I SAID, OH THEY - oh, you know what, just, nevermind...kay, I gotta go...I GOT TO GO...yep...love you too...okay...bye." the phone clicked off and I rubbed my face with a sigh, hands pulling on the fabric on my skin. Great, another chance to hang with MJ and Harry and I couldn't make it, again, because the universe happened to hate me and made my life it's out-house.

Outside, the snow was coming down in sheets. Yeah, rain wasn't the only thing that could do that. I glared at it through the glass, my breath creating clouds on the cold surface. Stupid snow. I'd punch it in the face if I could. Heck, I'd pull a card out of Flash's old days and stuff it in a locker, never to see the light of day again. But, alas, all I could do was stick out my tongue and hope a dog ends up peeing in it somewhere.

Now that I was officially stuck in a S.H.I.E.L.D base several miles from the nearest shore, it left me one question: What to do now?

I could always go and mess around in the labs, even though I was technically banned from going in there without supervision by Fury, ever since the last time I went in there alone (which I swear was totally not my fault). But it's not like Fury was here to bust my chops if I got caught.

Or I could go back to Fury's office and continue doing paperwork. However, I don't think I'm quite ready to go back and face judgment from Doctor Connors. Unless there was a chance the man had forgotten about the little, uh, dilemma he walked in. Which was doubtful with his memory.

OR I could brave it and head back to the dorm rooms, where the rest of the Academy students will be and pray that their not still mad about whatever it is I did to earn their wrath.

Hmmm...defy Fury's banishment to the labs, try to gather the missing remains of my dignity with Connors, or face potentially angry teenagers? Hmmm...choices, choices, choices...

Eh, I defy Fury on a regular basis, so there was nothing much to gain with that, and the incident with Dr. Connors was still too fresh of a wound, so those were crossed out too. Which left me one choice.

* * *

I walked into the Dorm rooms trying to act as casual as possible.

Most of the students were lounging around, but some - namely Powerman, Agent Venom and Squirrel Girl - were throwing around a football. Which was odd. Squirrel Girl was usually asleep about now. She got leave from her classes to hibernate with her squirrels cause she didn't want to mess with their natural instincts. But I'm pretty sure she just wanted to cash in on more sleep. Not that I could blame her. I tried to get Fury to let me take time out of my classes to appease Scarlet's natural instincts once. I got detention.

Others, Nova, Iron Fist, Dagger, and Miles, were sitting in a circle playing Uno. Ava was in her bunk reading a book, Triton was watching the card game in utterly perplexed interest, and Cloak was watching Powerman, Agent Venom, and Squirrel Girl catch the football and would occasionally teleport the ball somewhere unexpected to see if they could get it in time. On his bunk, Ka-Zar was sharpening his bamboo stick with a knife as Zabu napped at his feet. Due to the snow outside, Sandman had set up refuge inside the dorms and was casually sitting in his bunk, constructing a sandcastle out of his leg. Farther in the corner, Scarlet was leaning against the wall, watching everyone else like some grumpy sentinel, while casually popping his stingers in and out of his wrists.

As soon as I walked in, most eyes snapped my way. I froze, expecting lingering irritation. Rather, I was met with warm looks and inviting smiles, without a trace of cold hostility. In fact, it was Nova, of them all, who waved me over yelling, "Get over here Webs, I'll deal you in,"

I exhaled in relief. Questions about why they were mad to start with sat at the tip of my tongue, but I held them back. If everyone was happy then what was the point of reopening a sealed wound? It was water under the bridge now. So, biting back my question, I smiled and joined them in their Uno circle.

And everything was peaceful...for a little while.

The storm outside must've gotten worse. Halfway through our 7th round, the lights began to flicker. A dozen pair of eyes flitted over the ceiling as the fixtures quivered and blinked. I met their looks. The Triskelion wasn't supposed to get blackouts. I tapped my wrist communicator, calling Dr. Connors on his comm, hoping the older man had already forgotten what he walked in on earlier. Soon enough the screen lit up and Connors' face appeared within the box.

"Hey Connors, what's up with the lights?"

He grimaced. " _Sorry, the snow is really building up out there. I didn't think it'd get high enough to affect our systems. I'm sending technicians out to see what they can do as we speak,"_

"Oh, do they need any help?" the idea of agents getting hurt or falling off on a ledge just to fix a few flickering lights made my stomach twist. If it got worse and the power died, we always had the backup generators, and if push came to shove, Nova could probably keep the rooms lighted.

Connors shook his head.  _"No, they'll be fine. They're just going to see if there's anything they can do, and if the weather is too bad, then they'll head back in. This is a pretty big storm, isn't it?_ "

"Yeah, we haven't had one this big in a while." I agreed, worry still coiling in my gut. "Even so, we can handle a few small blackouts, but I'd rather we avoid agent casualties."

_"Agreed."_

"Keep me updated on the situation. If it gets too bad, then we'll figure something else out."

_"Sounds like a plan."_

He ended the call. I turned back to my teammates, shrugging, "Well, that's that I guess. Shall we continue?" It was my turn anyway. The tension in the air dissolved as I cackled and set down a +4 card to Nova and changed the color to red. There was a collective groan as everyone within our circle cursed me, throwing pillows or blankets in my direction, Nova being the worst as shoved a pillow in my face and attempted suffocation. He threatened to shove me out in the snow before begrudgingly picking up 4 extra cards.

As the game continued, with many threats on my life (in good fun), I vaguely noticed that Cloak had moved from the game of catch and now hovered near Dagger. Hmm, come to think of it, there was hardly I time I ever saw them apart - well, aside from that one time Cloak was under the control of Dormammu in the Dark Dimension, while Dagger was in the real world freaking out and attacking me with light daggers. That was a not a fun day.

Well, the magical upgrade was fun. Fighting interdimensional demons: Not fun.

Aside from their normal close behavior though, I noticed the nervous glances frequently shot between the two as the winds wailed outside. I didn't particularly want to call them out on it, that would just make them uncomfortable, but the looks they were giving each other didn't sit right with me. They looked almost...scared. And honestly, that was making me worry just a teeny, tiny bit.

Thankfully though, I didn't have to be the one to call it out. Triton, who must have also noticed their glances, leaned forward, eyebrows pinching, "Cloak. Dagger. Are you alright? You two are acting a bit anxious."

The two paused as if caught doing something they shouldn't have and grimaced awkwardly.

"We're fine." Dagger said, putting down a skip. I scowled. She skipped me. "Just fine."

"Yeah, what she said." Cloak agreed.

I frowned deeper, though this time it was mostly out of worry. I really didn't want to be pushy, but they DID seem scared. I recognized the way their eyes darted from place to place, looking for the boogeyman, or how their arms and legs seemed to never sit still as if they were getting ready to bolt.

"Are you sure?" I asked, "Triton's right, you guys seem kind of...jumpy." instantly, a guarded looked hardened over both their faces.

"We. Are. Fine." Dagger snapped. "Leave us alone!"

Her outburst halted the game. I put my hands up in surrender, surprised, with wide eyes. I didn't know what I said to make her mad. I had only repeated what Triton said. "Alright, alright, sorry I asked," I muttered apologetically. "Just...if you guys need anything, just say something and I'll see what I can do. That's all." Slowly, as if wanting to move past the awkward tension, Iron Fist reversed the cards direction and changed the color to yellow.

Their hard expressions faltered, and Cloak looked down with a glum sigh. "No, sorry." he apologized, "We - we shouldn't get angry with you."

Dagger jerked to look up at him like she didn't quite believe that herself. But seeing his regretful expression, her eyes softened. "Yeah. Sorry," she replied, shoulders slumping. The cards in her hand went limp in her fingers.

"No harm done," I assured. "But - uh, are you sure you don't want to talk about what's bothering you? It might help." I skipped Miles, who sputtered in opposition and threatened to eat my future children. A smile almost caught her face, but, as if someone else was at the controls, her face darkened again and she bit her lip anxiously instead.

"Well, we..." she glanced at Cloak, who shrugged unhelpfully. "Well, I-I don't...I don't want to talk about it." she decided and looked down, face red and abashed.

"Oh." I looked down at my cards. THere was nothing I could do to make her talk about it. But...well, what was I supposed to do? Shrug it off, say it was okay, and leave it at that? That didn't seem right. For whatever reason, they both look scared, maybe even a little humiliated. That wasn't something I could just ignore. But...I couldn't make them talk about it either. Pushing it would do nothing.

"Well...if you don't want to talk about it then don't." I murmured. "You don't have to, but...but you can always talk to us."

Dagger leaned back. Her face was still red, but she scoffed derisively. "Talk to you?" she muttered bitterly. "I don't even  _know_  you. You may have saved Cloak and me, and we're grateful for you giving a place to stay, but we don't even know what you look like under that mask. We don't even know your name. I'm sorry, but I find it hard to talk to someone whose hair color I don't even know."

I tried not to let it show how much that stung, but the words felt like cold cactus needles to my skin. Maybe I should've seen that coming. Half the kids at the Academy didn't even know my secret identity, at most they've seen the lower part of my mouth, but that was only because I was eating. A stone of guilt dropped in my stomach. White Tiger, Powerman, Iron Fist, and Nova had all trusted me with parts of their life, but they had all seen my face by then. They met Peter Parker, they knew both the civilian and hero aspects of my life. But Dagger was right. How could I ask her to trust me when she knew so little about me? If I was in her shoes, I'd feel the exact same way. I would never trust Aunt May's name to a total stranger. Even now, half of the Academy didn't even know I had an Aunt.

"I...I guess you have a point," I swallowed, looking down in resignation. "It's unfair to ask you to open up like that to a stranger. M'sorry."

Dagger's face remained stony for a few seconds longer before it broke and she sighed. "You - your not a stranger. I mean, we've all been living under the same roof for months now. That's got to mean something."

Above her, Cloak added, "Yeah, we consider you as a friend, but, well, we're just not ready to open up yet. I hope you understand."

"I get it, and I don't blame you guys either. It's really hard to talk about, you know..." I gestured erratically, "that. So, it's no big deal. I just want you guys to know, you don't need to be afraid of anything in here. The Triskelion can be attacked ten times over, but we'll all be here to defend it. You don't have to be scared."

Dagger looked down, face pulled tight as if she was trying to swallow a rock. "Thanks," she said, still offering a sincere smile. Around us, the game of Uno had been brought to a complete halt, and, while they didn't show it, it wasn't hard to tell that the rest of the students had been listening too. But I picked up my cards, shoving my hurt feelings to the side, and asked "So, uh, who's turn is it?"

And just like that, the air of tense nostalgia snapped. Nova put down a color-changing card and the game continued. Nearby, Powerman, Agent Venom, and Squirrel Girl went back to throwing their football, as if they heard nothing. The room was filled with easy-chatter and small laughs once more. Only, it seemed like more of a facade this time. Smiles seemed a little too tight, laughs strained, and eyes dark. As if everyone was suddenly overcome with their own grim nostalgia that refused to surface. That was how we handled things, I guess. Just kept smiling and pretended it never happened. Not that I'm innocent of that. If anything, I was the most guilty when charged with with-holding feelings. Maybe I had a bigger impact on the team then I thought.

But I didn't want to bring that up either. My stomach felt tight, but I ignored the uneasy aura in the room, even if I could feel it building up. THere were things even I didn't know how to talk about. We continued the game, with tight smiles and grim eyes. As I laid a skip on the deck, I felt this was something that wasn't going to pass up so easily. Sooner or later, it was going to boil over.

 **I was going to post this as one HUGE one-shot, but it was taking too long and was supposed to be**   **posted for Christmas. Christmas is over and I didn't want to post it for New Years. So, I decided I was going to edit and updated in parts to ease myself out of stress. This one-shot/short story(ish) piece of work is dedicated to PinkBabyPuppy and her/his friend who requested it. I was supposed to have this done MONTHS ago, but it has been sitting in my folders. I am so sorry it took so long. I will be posting the rest of it throughout the week until New Years.**

**MERRY CHRISTMAS to all who celebrate it. And I hope you had a good Monday to all who don't. Sorry, this is a bit of a late Christmas present. I'll have the rest posted soon. ;)**

**-Peace! Me out!**


	2. Chapter 2

**Notes for the Chapter:**

> Forgot to do this last chapter, so Disclaimer: I own nothing! Ultimate Spider-Man belongs to Marvel and Disney, I do not profit from this (other then all the sweet little comments left below) and this is done merely for my enjoyment and the enjoyment of others.

The lights went out 20 minutes later.

Everyone halted in their activities as soon as they struck blind as the lights flickered and fizzed out. Instantly I was at my communicator, calling up Connors.

"Hey Doc, are the lights out in the labs too?"

 _\- Yes. Same with the East side of the Triskelion. I think our fuses couldn't hold out any longer, the technicians said there was little they could do with a storm of this magnitude. But the generators should be up and running in a few minutes_.

"So, everyone is fine?"

_-Yes, the technicians made it back inside safely. Everyone is okay._

Relief soothed my anxiety. "Oh, alright then. When can we expect the generators to be up and running."

Connors paused, running a hand through his brown hair. He exhaled slowly, puffing his cheeks a little. - _Give it ten, maybe fifteen minutes. This snow..._ \- he shook his head, eyebrow narrowing in exasperation.  _-I guess even S.H.I.E.L.D isn't safe from Mother Nature all the time.-_

Got that right. "She just had to knock us down a peg," I chuckled. Criminals and alien threats were one thing. Giant storms and hot weather were another. "If you need any help, call me up."

_-Will do._

I sighed and let my arm drop. In our circle, Iron Fist already had his fist up, crackling with mystic power, which illuminated the faces of our group. Agent Venom, Powerman, and Squirrel Girl joined us. There was no point in throwing a football if you couldn't even see it, I suppose. Besides, I figured they'd end up joining us sooner later. I mean, how fun could tossing a ball back and forth actually be?

"Well, this sucks," Agent Venom huffed, dropping his football gently in his lap to wheel himself up to the group in his wheelchair, "How long did Connors say the lights were gonna take?"

"Ten to fifteen minutes," I said, dropping my cards in the pick-up stack. Miles won that round anyway. The universe was not happy with the win. "Another game? I gotta reclaim my Uno throne."

"Nuh-uh," Miles said, tone smug. "The throne is mine and you are never getting it back."

I quirked an unnoticed eyebrow, leaning over to stare at Amadeus and Nova. "Are you listening to this child? Are you  _listening_  to this child? Never getting it back! Who does he think he is? Alright _Kid Arachnid_ , one more round. Winner takes all."

Miles cackled, stretching his arms and attempted to crack his knuckles. "Oh, it's on. I will have your Uno-loving, tyrannical IsoulI"

I stuck my index finger up "On the contrary, my soul is dead-tired and weary with emotional problems and angst. But if we were to barter souls, it would be  _your_  soul that will be taken."

"My soul is unattainable and will enjoy crushing yours with more teenage angst and problems."

"Oh-ho, is that a fact? Well, I-"

Nova threw his hands up. "Oh my  _gosh_ , stop with your lame smack-talk-"

"--is that what that was?--" Agent Venom whispered.

"-can we just start the game already? Geez... _buuut_  if anyone was to win everybody's souls, then all your souls would belong to me."

Before either Miles and I could reprimand him, Dagger swept up the Uno stack and was quickly dealing out the cards. "No more," she said. And that was kind of that. Nova, Iron Fist, and Dagger gave us just enough lighting to see, so the lights weren't a big problem.

"The game of Thrones has begun," I whispered, glaring at them over the tops of my cards as Miles set a blue down.

From their bunks, White Tiger and Ka-Zar got up and sat at the perimeter of our circle, greedily cashing in on the light it offered. When the books got boring and Ka-Zar bamboo stick was needle sharp, they switched to watching the game, occasionally peaking over peoples shoulders to see their cards.

Outside, the howling wind picked up. Well, it was less like howling and more like a banshee screaming. Which might've been on Dagger and Cloak's minds as well. They grimaced unpleasantly. Cloak seemed to draw closer to Dagger--if that were possible--whereas Dagger was softly rubbing the dark cloth with a finger in a soothing manner. I looked back down at my cards. Couldn't bring it up without it getting awkward again, but it didn't sit right in my stomach to just ignore it either. Dagger and Cloak were tough, they survived times in the Dark Dimension and trained with  _Taskmaster_  for crying out loud. How in the world could loud winds make them scared

It took a few more minutes of worried glances before Cloak sighed. "Please stop watching us,"

"Huh?" I said, rearranging my cards innocently. "Watching who? I wasn't watching anyone."

Neither of them looked very convinced. "Look, maybe you  _are_  worried," Dagger said. "But we're not talking about it."

"I know, I know. But when people looked worried then I start to worry and you all know I have a problem with leaving well-enough alone," I conceded. "I won't push guys, honest. But seriously, is there  _anything_  I can do to make you feel better?"

"Dropping it." Cloak suggested.

"...anything else?"

They glared at me.

"Fine, fine, how about a trade." I offered. "You answer my question and you both can ask me a question that I have to answer. That sounds fair, right?" They shared a look. "You can even go first," I added. They still didn't look convinced. "Come on, ask me what my hobbies are. Ask about my first crush. Heck, ask me my most embarrassing secret, I promise I'll answer it honestly."

Dagger's eyes narrowed, almost as if challenged. "Fine," she said. "Who are you, Spider-Man?"

"Uh...what?"

"Let me elaborate, who is it under the mask? Your name, your hair color, your eyes. Who are you when your not Spider-Man?"

Oh...

Well shit.

_Walked right into that one, didn't I?_

She smiled wryly as if already convinced I wasn't going to answer. Not that I could blame her because I wasn't going to. I had Aunt May to look out for, and Harry and MJ. The fewer people who knew my real name, the greater chance I had of keeping my family safe.

From across the circle, Nova chuckled, "Walked right into that one Webs."

"Is there  _anything else_  I could answer?" But I knew my plead was futile.

Dagger shook her head, "Nope. If Cloak and I are going to trust you enough to let you in on our past, then I want to at least know the name of the person I'm trusting. That's my condition-"

"Mine too," Cloak agreed.

"-so if you take off that mask then I'll tell you what's bothering Cloak and me. That's the deal."

I groaned. Well, that went down the toilet. So much for finding out what was wrong. Why did we have to bring the secret identities out on this?

 _Maybe because it involves their identity too. You don't know their names either, and you wouldn't want to give up facts about yourself to someone whose name you didn't even know. A voice whispered in my head._ It sounded a lot like Angel Spidey.

But I supposed it had a point. Me asking Cloak and Dagger to open up about themselves is like them asking me who I am. It's completely unfair if they're the only ones spilling the beans. Besides, how were they supposed to trust me if they don't think I trust them. I trust every single person on this team with my life, but how are they supposed to know that.

There was something I had to do.

"You drive a hard bargain," I admitted, "But okay." Dagger barely had time to widen her eyes before my fingers curled around the hem of my mask and I pulled up. The fabric came off with little resistance. I shook my bangs out of my eyes and dropped the mask by my feet.

I looked back at Dagger, vision no longer obstructed by the lens of a mask, and smiled. "Hello Dagger, Cloak, I am Peter Parker. I have brown hair, blue eyes, and I like sciencey things. Nice to finally meetcha."

It was so quiet in the dorms I could've heard a pin drop. Cloak and Dagger stared, the New Warriors stared, even the Web Warriors and Ultimates - who  _knew_  Iwho I was - stared. But I kept my eyes on Cloak and Dagger, shrugging off the astounded eyes burning holes in my face, even if, for most of them, this was their first glimpse of the person underneath the mask.

"You..." Cloak's eyes flittered over my face, his own slack with shock. "You actually did it."

I shifted my position. "Of course I did. I meant it when I said you could trust me, and I trust you too. Just, please refrain from calling me by my name while in costume, I'd really appreciate it."

Dagger swallowed thickly, eyes dropping to her lap in contemplation. "I...I didn't actually think you would do it, I...." She looked cornered and helpless again. My guilt returned and I looked down, catching my mask on the floor with the lenses now illuminated with a mush of gold and blue from Iron Fist and Nova's light. It seemed to be scowling at me, obviously unhappy with my actions. Now  _I_ was the one making them uncomfortable. Gosh, why did I have to be so straightforward and pushy? They didn't want to talk about it, so I should've left it alone.

I grabbed the mask and put it back on, face flushing red. "I'm - uh, s-sorry. I'm probably acting really nosy. You guys don't have to tell me what's wrong. It's your past so you can decide when you want to tell us what's going on." I picked my cards back up, wishing they were big enough that I could hide behind them.

No one felt like spurring on the game, and I didn't really feel like talking anymore either. It was just... _shit_ , why did I have to take off my mask? That was stupid! Stupid, stupid, stupid, stupid. Now roughly 15 people knew my name. 15 people! And that wasn't including the likes of Fury, and Coulson, and Connors, Hulk, and Iron Man and who the hell else knew my face. Who was going to find out next? Wolverine? Rhino? Dr. Octopus?

 **Good job,** Devil Spidey mocked, leaning against my neck in a column of fire.  **Aunt May's life is at stake, and you go off telling people who we are just because we feel sorry for them? Yeah, you'll be regretting that when it blows up in our face.**  I huffed irritably as he poofed away with a condescending cackle. I was so caught up in my thoughts, I almost didn't catch it when Dagger started talking.

"We're...it's just the...the snow and wind. That's what's um...freaking us out."

But I was quick to interrupt with a small shake of my head. "No, it's okay Dagger, you don't need to tell me. I was acting pushy and rude and...you really don't have to."

"Hey," she scowled. "You held up your end of the deal, now let us hold up ours. You can't be the only one sacrificing something here." I opened my mouth to argue, but one looked had me clicking it shut again.

With a sigh, I added, "Fine, but...are you sure you want to talk about it with, you know," I gestured around the circle, "Everyone listening. I mean, I don't know if you want to keep it discreet or to the three of us, or...."

She smiled wryly. "You took your mask off in front of everyone. I don't see why I can't tell the story in front of them too. So zip it and let me talk," I nodded slowly and motioned for her to continue. She took a breath, and started talking, "I guess I can't really tell you what's wrong unless I go into the whole story, so, we-well it was something happened before Taskmaster found us. See, um, me and Cloak were on the streets for a bit, we both left home for - for reasons, and kind of just bumped into each other. We managed to get by fairly well, but....well....that was our first winter being homeless. We thought we could handle it, but," one of Dagger's hands self consciously touched the fabric of Cloak's cloak and began to softly knead it in her fingers. "Cloak got sick. Like,  _really_  sick, and I'm wasn't very good with medicine or anything. I know we should've gone to a hospital right away, but we were just...different. I mean, Cloak and his teleportation and my light...I wasn't sure how we were gonna be treated being mutants and all. But then this big snow storm pinned us. I managed to find a dry place to sleep in, and a bit of food, but Cloak was just getting worse and worse each time the snow fell. It got so bad that he couldn't even  _teleport_  anymore, and," she swallowed thickly. "I - I thought Cloak was going to die. If he had been out there for a couple more days then..." her voice trailed off, eyes drifting up toward the ceiling as if waiting for the snow outside to phase through the roof, down several floors, and into our dorms. It was hard to tell with our dim lighting, but I could've sworn a tear slipped past her eyes. But she sniffed and looked down, not finding it in her to meet anyone's eyes. "But then Taskmaster found us," she muttered, bunching the fabric in her fingers.

"Taskmaster brought us to his base," Cloak picked up for her. "It took a while, but I got over whatever sickness I had. He said we could leave, but...but he also offered to let us stay, train with him, and live at the base. It had been a while since we've been fully fed and warm, and, well, yeah - I guess we accepted the offer. He trained us, taught us to fight, gave us our costume's and names." The features of his face that I could see twisted in shame and he almost seemed to shrink in on himself. I wasn't sure if he meant to or not, but he hovered closer to Dagger, looking like some grim-faced, guilt-ridden, robed protector.

Dagger, on the other hand, sniffed again but looked up to meet my eyes with something strong and determined. "And I guess we're just not too fond of winter. That's all," she said, "If we would've found a warmer place, if Cloak hadn't gotten so sick, then I guess Taskmaster wouldn't have played us like he did." her face turned steely and bitter, " _Trust no one._ " she sneered, lips curling. "I should've seen _that_  coming."

The story tapered into silence. No one seemed eager to comment, or maybe they were just lost in their own thoughts. Personally, I couldn't help but sympathize. I mean, I hadn't gotten my superhero name and costume from the purest source either. Scarlet must've been thinking along the same lines as he asked, "If Taskmaster gave you your uniforms and names, then why do you still wear them?"

Dagger and Cloak shared a glance, and shrugged, looking down.

"Because they're a part of you," I said, catching their attention again. "I mean, sure they were from Taskmaster, but they became a part of Cloak and Dagger. Giving them up kind of feels like...giving a part of yourself up."

Cloak eyed me skeptically. "Yeah...that is kind of how it feels. How...how did you..."

I shrugged looking down. "Let's just say I can sympathize with you a little bit."

High-pitched chittering brought my attention to something across the circle. I'll admit I welcomed the distraction, we were beginning to brush up on a topic that I had long since buried in the back of my head. Monkey Joe was the source of the distraction, he was perched on Squirrel Girl's shoulder nudging her cheek softly with his nose, earning a glance for his efforts. She gave him a strained smile and rubbed behind his hears gently,

"I'm okay," she whispered, cupping her hands for Monkey Joe to nestle in, "Don't worry about it, Joey," the squirrel cocked its head in what could've been doubt, but curled up in her hands anyway.

Squirrel Girl glanced back over at Cloak and Dagger, and her mellow eyes seemed to soften further. She got to her feet and walked over to them, sitting back down by Dagger. "Aw, don't beat yourselves up about it," she said, placing a hand on Dagger's shoulder, "We all make mistakes."

"Yeah, well, have you ever been played by the bad guy like a clueless idiot," Dagger muttered sourly.

"Well, not really...." Squirrel Girl admitted, "But..." she bit her lip hesitantly, "Well, it wasn't always nuts and sunshine for us either. Before coming to the Academy, I never really tried doing any superhero stuff with my powers. I mean, I have  _squirrel_  powers," she wagged her bushy tail in emphasis. "It's not exactly the most glamorous thing, is it," her small smile turned down suddenly, and she brought her knees up to her chest. "I mean, I tried to live like a normal kid but it's kind of hard hiding a tail. My mom didn't mind my powers, she still loved me and all, but the other kids..."

I set down my cards. If there was one thing I understood, it was getting bullied.

"They liked to poke fun," she murmured, "Sometimes they'd pull my tail or throw rocks at my squirrels, sometimes they'd take my lunch and replace it with a bunch of nuts. I mean, nuts are good and all, but I like peanut butter and jelly too, ya know. Usually, I could ignore them, but one day they...they took it too far. They managed to catch Mr. Freckle and Nutso and tied them up with a bunch of yarn during lunch, and when I tried to get them back they threw rocks at me. Squirrels hate being tied up, and the yarn was hurting their legs. I could  _hear_  Nutso and Mr. Freckle calling for help, but I couldn't get them. I - I got so mad I didn't realize I was calling out to my squirrels until there were dozens of them around me," she hid her face in her knees, "I didn't mean to tell the squirrels to attack the kids, I swear. All I wanted was Nutso and Mr. Freckle back. But I put two kids in the hospital and was thrown out of the school and my mom faced legal charges from the other parents. It took a long time for things to get sorted out, I was just lucky we managed to escape most of the charges thanks to the janitor - he saw what the kids were doing and spoke up for us." At this point, all of Squirrel Girl's squirrels were milling around her, chittering worriedly as if sensing her distress.

This time, Dagger placed a hand on her shoulder, "Those kids had it coming," she said, "They should've left you alone."

Squirrel Girl shrugged, "Maybe," she whispered, "but we had to move, and we were never the most financially stable family. I just never wanted to put that stress on my mom again...and...well, I guess I still feel guilty about those kids. I just didn't really want to hurt anyone, ya know?"

"Well, at least you didn't  _want_  to hurt anyone," Agent Venom said. The football he was fiddling with dropped in his lap as he propped his elbows on his thighs and put his head in his hands. He glared at his legs, then at the wheelchair he was stuck in as if it was the cause of all his trouble. "At least you weren't a bully who picked on kids smaller than yourself just because you could."

"C'mon Venom..." I said, trying to ease his conscious a little. "you didn't -"

" _Know any better_?" he snapped, glaring at me icily. But his anger dissolved quickly once he realized he was snapping at one of his bully victims, and turned away shamefaced, "But I DID know better. I knew I was hurting them, I just didn't realize how much. It was always so easy beating them up, I guess, and I...I didn't want to feel weak and..."

White Tiger set her book down and leaned forward, supporting her head in her hand's in a similar fashion to Agent Venom, but when she spoke her voice was careful and soft, "Why did you feel weak when you _weren't_ beating up kids?" she was meticulous about not sounding harsh. The last thing we needed was an angry symbiote.

He stiffened a little, hands tightening and softening in his lap, "Well, it was kind of tough at home, I guess. My dad -" he faltered and gulped loudly, suddenly looking nervous, "Well, he was just....he was just kind of tough on me and I took my frustration out on anyone smaller than me."

From across the room, Scarlet Spider was still leaning against the wall. He groaned, almost irritably, in a way that made me think he was rolling his eyes. "What, so you beat up nerds because your dad was tough on you," he snorted. "Some hero you are,"

I bristled, shocked by his cold and calloused words. Scarlet Spider could be a little mean, but that was going too far. Sure Flash has made mistakes in the past, as we all have, but practically spitting them in his face and rubbing it in. That was....that was a bit extreme for Scarlet. Flash, with all his rough demeanor and spiky symbiotic costume, really was a good hero. He cared a lot more than people cared to notice and would do anything for you if you earned his loyalty, I knew that for a fact. I turned and glared at Scarlet, trying to convey on how  _not righ_ t that was.

I half expected Agent Venom to be up on his feet, yelling and getting in Scarlet's face to defend himself, that was what usually happened. Instead, he did one thing I've never seen him do. Agent Venom, Flash Thompson, the 6'2, hot-headed jock I've known all my life who could probably bench press my body weight, hunched in on himself, buried his face in his hands and whispered, "Yeah...some  _hero_  I am,"

Scarlet looked stunned by the reaction too. He looked down, as if not sure how to take that response, before crossing his arms tightly over his chest and stared at the wall to his side, impervious to my glare. But I'd have to handle him later, right now Agent Venom looked to be in desperate need of some comfort.

"C'mon Venom, you made a change. You're better than that now." I assured him, trying to push as much exoneration and support through my words as I could.

He moved from his futile position to look up at me, "I know, but...it's just...I bullied a kid into becoming a VILLAIN, Spidey," he stressed with a mixture of frustration and mortification bleeding through his voice, "His name was Alex, you should remember him. I bullied him and he became the Rhino just to get _back_  at me, and now he's with Hydra, serving as some lackey for Doc Ock and....and I ruined his life. His  _life_! Alex was probably going to be some scientist or inventor when he got older, and I ruined that for him. Scarlet's right," his face fell back in his hands, "How can I even call myself a hero after that,"

Before I could argue with him, Kid Arachnid, who was opposite of me, sighed with empathy and nodded. "I can sympathize. Back in my world, I literally sat by and watched a hero die, all because I was too scared to do anything. If I would've got up and done something, maybe the Spider-Man in my world would still be alive right now, but thanks to  _me_ he's dead and I ruined something good for New York. " he stared a his feet, chuckling dry and without humor, "You know, when I first got my powers I instantly planned on becoming his sidekick. I always imagined we'd go on missions together, have a few stakeouts, and save the world. We'd hang out, be best buds and maybe even join the Avengers," he shook his head remorsefully, hands shaking. "But then he died and...and I guess that just wasn't going to happen, was it..."

I quickly crossed the space between us to sit down next to him, ready to offer any comfort he would accept. I tried not to think about what I saw in Miles universe regarding my death. It was one thing to know I was in danger of dying every day, but a whole other thing to actually see the consequences of it happening. Standing over a tombstone with my name on it was disorienting and, I'll admit, terrifying. The grave wasn't that old, old enough to have tiny blades of grass sprouting from the ground, but young and untarnished among the weathering grey tombstones around it. Looking at my own name etched into the stone was a surreal experience, knowing that somewhere under my feet my alternate-universe body was decaying in the dirt. It left me with a jarring sense of reality that I hadn't really understood till then: that death _could_  happen. There was a very real chance that one day I might not be able to shake off an attack, that one day it might be too much and Aunt May will end up without a nephew. But however jarring it was for me, it must've been 10x worse for Miles who had witnessed my alternate universe death firsthand.

"You can't blame yourself for that," I told him. "If you would have intervened then you would have just gotten killed too, and then New York wouldn't have had a Spider-Man to rely on."

Miles shook his head like he couldn't bring himself to accept that. "You say that with great power comes great responsibility," he muttered, "I had the power to do something, but I stood there and did _nothing_. I watched you  _die!_  How is that okay?"

"But I'm not dead, Miles," I pulled him into a side-hug to show that I am very much alive. "I am right here. And if you're Spider-Man was like me in any way, then he'd be glad you didn't get involved. And he'd be proud of how you stepped in his footsteps and continued Spider-Man's legacy. I'm...I'm proud of you. Don't forget that, okay,"

Miles was quiet for a minute, before whispering, "Okay," but he got to his feet, not meeting any one's eyes, and laid down in his bunk.

Emotional stress could be very exhausting, I guess.

One look at the group and I knew this couldn't continue. All smiles and humor were gone, everyone looked as downcast and gloomy as the weather outside. Eyes looked dazed, probably somewhere far in the past reliving old haunting memories, and bodies slack as if their energy was sapped. Even Scarlet looked wrapped up in his own thoughts, tensed, and probably thinking about the traumatizing experiences he went through with Doc Ock.

I clapped my hands once to get everyone attention, "Okay, that's it, I'm breaking up the pity party. We've all gone through shit, and it sucks. But you guys are the strongest people I know, you've gone through so much and you're still here. That counts for something, so don't beat yourself up over past mistakes, turn them around and make them into something  _better_ ,” I hoped my little speech would help them, but Nova didn't seem very eager to accept it today.

“And how would we do that?” he snapped, “We all can’t be like you. We can’t be that  _great_ , or that _responsible_ , or that good of a  _hero_. Sometimes, I don’t know how you expect us to get up and forget about the shit we went through like it's as easy as that.” His breathing turned heavy and angry as if it the words had finally unwrapped themselves from his ribs to allow him to breathe. With a heated sighed, he stood briskly to his feet. “I don’t know how you do it Webs, but you managed to leave behind whatever suckfest happened to you and became a hero. A perfect hero. I mean,  _Captain America_  respects you for goodness sake! But you can't expect the same out of us, okay. Somethings you just can't let go."

I was stunned into silence. His words circulated through my head, but they made no sense. Nova thought I - _Peter Parker,_   **Spider-Man** \- was "perfect". It was pretty freaking hilarious actually because I was most definitely NOT perfect. If you looked up "flawed" in the dictionary, my picture would be the only definition you need. I mean, I'm pretty sure it's officially cannon for me to mess everything up. How could I not? My luck literally conspired against me, my mental thinking process was kind of hijacked (yes author, readers, and the whole lot of ya, I'm looking at you), in fact, I've made so many mistakes that I almost laughed, only I didn't because it just so happened that those mistakes threatened the lives of every single person in the Triskelion.

And the thing is, I haven't even let them go. Everyday, all I can think about are the looming mistakes that made life horrible for everyone. It was ME, after all, who brought Doctor Octopus to the Tricarrier which allowed him and Arnim Zola to take over S.H.I.E.L.D and create Hydra Island. It was ME who trapped Miles into my universe, ripping him away from his life and home because I couldn't defeat his Goblin without his help. It was ME who trusted Rhino, the spy for Ock who betrayed us and captured Agent Venom who was tortured by Ock for his symbiote. It was ME who endangered Harry, Norman Osborn, and Agent Venom (again) with the mission involving Anti-Venom, resulting in Harry, who happens to be my best friend, falling into a coma and Flash stuck in the very wheelchair he was in now. And if all of that wasn't enough, I THEN went on to unleash a dangerous, sadistic villain calling himself Hydro-Man, whom Nick Fury had apparently worked really hard on keeping locked up, who went on to join Ock in his reassembling Sinister Six after he almost killed Aunt May, even though he didn't really have a reason to take revenge on me when he should literally be  _thanking me_  for royally screwing things up.

And as the unbelievable, horribly sad cherry on top of my depressing, half-melted and foaming ice-cream sundae of disappointments was the fact that this all had happened within the last few months. Honestly, there had to be an award for "Most Mistakes Made by a Team Leader" out there somewhere, because, by the rules of the "Superhero Mistakes" guideline and handbook, it rightfully belonged to me. Like,  _seriously,_ how was it possible for one person to mess up so badly.

I shook my head several times to shake off my shocked disbelief. "Okay, one," I started, holding a finger up, "bite your tongue. I will not allow such lies under my roof,"

Nova's face scrunched, "I wasn't lying you jerk!"

"That comment about Captain America's respect? Yeah, don't play with my feelings like that Nova; so not cool. And second, I am  _not_  perfect. That is such a blasphemy, I'm surprised J. Jonah Jameson himself hasn't popped up on every screen to tell us such a lie. In fact, I'm sure the only reason he hasn't already, is because he knows it would only feed my ego and saying something nice about me just isn't in his biology."

Nova's jaw clenched and he glared at me more intensely, "You can't even take this serious," he growled, throwing his hands up in a frustrated gesture, "As per freaking usual!"

"You know what, I don't even know why you are so mad at me," I said, dropping my falsetto mood, "What could I have  _possibly_  done to you to earn your wrath?"

Nova shook his head as if the reason for my confusion was the stupidest thing imaginable, "Whatever, just forget it," he snapped, "There's no point," with that he turned and stomped over to his bunk and plopped down on the mattress with his arms folded tight across his chest.

I watched him incredulously. "So, that's it?" I demanded, "You're mad at me but you're not going to tell me why?... _Gee_ ,  _thanks_ , Nova. That helps so,  _so_  much!" his reply was a silent thumbs-up that only aggravated me more.

"Know what, whatever," I snapped. "Wither in your own misery for all I care. That's what I get for trying to help!" I stalked back to my own bunk, which I realized too late that was annoyingly close to Nova's. Instead of shaming myself and rejoining the circle, I buried myself in the blankets seethingly, convincing myself that I was NOT pouting.

At my back, the group went back to whatever miscellaneous tasks they were doing. Flash's wheelchair rolled across the floor as he went to his bunk, doing whatever it was he was doing, while the remaining kids in the circle started a half-hearted game.

As I lay in my bunk, my thoughts turned from Nova and his issues and wandered Aunt May and how she was coping with the storm. Was she cold? Did she have enough to eat? Were there enough blankets in the house? Was the heater working?Of course, S.H.I.E.L.D equipped my house with enough artillery, defenses, exits, and sustenance to be a military bunker, but that did little to stop my hacked brain from worrying.

But I knew she was safe, there was no doubt in my mind. Which annoyingly left me more brain power to mull over my argument with Nova.

Seriously, what did I do to get him so mad? Was it something I said? Something I did? If so, then what? I spent most of my time in the labs with Connors and acting like a doofus in Fury's office. The only other time I saw him today was in the computer labs while they were doing the tests. He looked pretty steamed when I passed the test, but that might've only been fuel to his theory that I was "perfect".

But...you know what? Whatever. I don't care. If Nova wanted to be complicated, then let him. It wasn't my problem.

 _But there has to be something wrong_ , the better part of me argued _. Certainly, we won't leave Nova like this._

 **Why not?** my darker side countered.  **We didn't do anything, so why should we make it better? Nova's the one who got all accusatory. I say we let him sit in his own issues and figure it out himself.**

Angel Spidey gasped,  _You can't mean that!_

**I can and I do.**

**But what about everything we've taught them. You know, about friendship and trust, and having faith in your team. You know, being there for them.**

**What are we?** Devil Spidey sneered.  **Tinkerbell and her amazing friends? My Little Pony? We learned our lessons about that the hard way, and so can they.**

Angel Spidey glared at him but flew closer to whisper,  _We're dedicated to helping them, so let's help. FIgure out what's wrong, like we did with Ava and fix it. It worked out last time._

 **Yeah, and we almost got skewered last time.** Devil Spidey commented, coming up behind Angel Spidey.

_You are not helping._

**I'm not supposed to!**

I tried my best to ignore them both. Although Angel Spidey did have a point, I've spent this much time talking about trust and speaking up if something was wrong, so how could I turn my back on Nova like this.

_See, I knew he'd listen._

**Oh, shut up!**

I turned over on my bunk to sneak a peek at Nova, who was glaring at the bunk above his with heated passion. I'll be honest, sometimes I just didn't have the best history with Nova, but no matter how many times we insulted or tried to one-up each other, we were still friends. We've gone on dozens of mission together, saved each other's lives, and watched each other's back. Nova was just as much a brother to me as Miles or Flash.

But how was I supposed to get Nova to tell me what was wrong when the guy was so intent on being secretive? But I still had to do _something._

I rubbed the pads of my fingers over my palm, thoughtfully. I missed the weight of the pressure-sensitive plates of my old web-shooters. My S.H.I.E.L.D shooters were cool, what with the taser-webs and all, but they were extremely easy to use. Too easy. Anyone could just pick them up and use them willy-nilly. With my old ones, it was more of a skill I had to hone and get used to. It was something I had grown proud of. I mean, it wasn't as easy as it looked swinging around the city, thousands of feet in the air, with nothing but textile webbing to save you. After taking on the stress of being a self-made superhero, I developed a habit of rubbing the trigger plates when I was stressed, nervous, or thinking. Apparently, even after using my S.H.I.E.L.D one's for so long, the habit hasn't left.

Through the corner of my eye, I saw Nova drawing meaningless patterns into the air with the energy of the Nova force, manipulating strands to curve and swirl like smoke. He was muttering low to himself, so quiet I didn't even think words were coming past his lips.

It took several minutes of coming up with nothing before I finally threw my hands in the air with defeat and rolled off the bed to approach Nova. I could tell Buckethead saw me coming, judging by the way he tensed, but he otherwise refused to acknowledge me.

But I still didn't have anything to say, so instead of standing there awkwardly, I sat on the floor by his bunk, leaning against the frame with my back to Nova and watched the unenthusiastic game of Uno. My fingers drummed against my leg in a crazy rhythm, fingers tapping in biological codes to hack my brain and illegally download something to say that wouldn't result in another argument.

Fortunately, my mental-hacking didn't need to be the solution. After a long minute, Nova asked, "Why are you here?"

My answer was off my tongue before I could even stop it. "Because I'm an instructor at the Academy and Fury won't let me leave."

Nova's scowl returned instantly.

Ah, right, he didn't want sarcasm. Not even sincere sarcasm. This might be a little harder than I thought.

So I cleared my throat to try again. "Sorry," I apologized. "sarcasm has become second-nature for me,"

"Whatever," he shrugged.

"Look, Nova, I'm still not sure why you're mad at me, but I'm not going to let you keep being...broody and angsty. C'mon, what's wrong?" Silence. "At least give me a hint." More silence. "A clue? C'mon, not even a riddle. I'll even take one of Iron Fist's fortune cookie phrases right about now."

Nova sighed, rubbing his face like it might make me go away. "I don't want to talk about it Webs. I'm fine. Just go play Skip-Bo or something,"

"One, its Uno. And two, no I'm not going to leave you alone,"

"Why not?"

"Because something is bothering you, _obviously_ ,"

There was a growl of irritation. "See, that! That right there is why I'm mad!"

I turned my head to give him a confused sidelong glance, "Was I being sarcastic? I swear I wasn't trying to be-"

"You care too much!" Nova seethed, "You care, and you are freaking perfect, and everyone respects you, and I just...it just..." he made a noise of frustration and made a strangling motion with his hands. "I can't stand it!"

"I'm not perfect!"

"Stop saying that!"

"But I'm not!"

"You just - GRRR!" Nova looked ready to strangle me for real.

I stared at him helplessly, unsuccessfully capping off my own rising anger. What was Nova's deal?! I was  _trying_ to help. Besides, he literally made it a POINT to point out all my mistakes when he happened to see them. What was with this new attitude?

"I'm not - you can't - UGH! Just tell me why you are mad at me!!!" I sputtered indignantly.

Nova was on his feet in an instant, aura flaring brightly. "You want to know why I'm mad at you!" it was more of a demand than a question. "Fine! I'm mad because you can make as many mistakes as you want and they never seem to drag you down!!"

It was quiet in the dorms.

"W-what?" I said., "I don't-"

"You can make mistakes and you don't even seem affected!" Nova repeated between grit teeth, feet lifting off the ground as he hovered in the air, towering over my still-sitting form, "Your Uncle dies, so you become a hero. You accidentally lead villains to school, but you just convince them you don't go there. You act like a jerk, then you care too damn much. You falsely accuse someone, then apologize and help them instead and they  _let_  you. You refuse Director Fury's help, and you still manage to save the day. You don't follow orders, but you are always forgiven. You - you - honestly, I can keep going! And I'm just - I  _hate_  it! I hate how your mistakes get to stay in the past. How you can forget everything bad and keep going," his voice cracked, as his lips quirked down in a frown. Not in anger, but in sadness. "I hate how you're scared of nothing," he slowly floated back down till his feet touched the ground, "I hate how scared I get...and I..." he swallowed thickly, "I hate how much of a disappointment I am..."

The atmosphere in the room was dead.

Nova sighed, defeated, and sat down. Well, he plopped down. Like he didn't have quite enough energy to perform the proper steps to sit. He tipped his head a little and pulled his helmet off, rolling it around in his hands till he was staring at the red star in the front. He didn't look at me or anyone else in the room, even though he held all of our attention. But because I was so close, I saw as his green eyes went misty.

"I'm the last Nova..." he whispered in a broken hush. "there's no one left. Not even my da...dad. The entire legacy of the Nova Corps is on me now, and...and feel like I've let them down. You got to avenge your Uncle by taking down the guy who shot him. I haven't. The people who destroyed the Nova Corps are still out there and I've done nothing to avenge them. I - I don't even know the full power of my helmet," he shook his head pitifully, "I'm the worst Nova ever..."

I stared at him, for once not ready with a sarcastic comment. How could he think something like that? Nova was literally taking on the power of the Nova Corps by  _himself_  because there were people out there who would abuse that kind of power. He was on Earth training to be a hero so he could rejoin the Guardians of the Galaxy one day and help save the ENTIRE UNIVERSE!

"Nova, you're not-"

Nova held up a hand to cut me off, "I know this is none of your fault or anything," he added tiredly, "I know, and it's stupid and petty of me to pin it on you. And the thing is...I'm not even angry at you. I think I'm just angry with myself. That maybe it's because, I...that I...." his voice tapered off. "that I can't be more like you and just leave everything behind," he hugged his knees to his chest.

Never has Nova looked so small or vulnerable.

I took a moment to let that sink in. Then said, "You're not a failure, Nova. You're training to save the entire universe with the Guardians. That's some intense stuff, I'd never be brave enough to take on that,"

Nova snorted, "Yeah right. You'd probably do a better job than me, I swear you're good at anything. Probably haven't even broken the law, like, once,"

"Nova, I. Am. Not. Perfect."

"Oh yeah?" he challenged, though his heart didn't sound into it. "Name one thing you did that's actually illegal?"

"How about vigilantism?" I said, "That's technically illegal,"

Nova rolled his eyes, "You're not a vigilante, you're a hero. Well, you call yourself a hero, anyway. Besides, since when do you actually take into account what the Bugle says?"

Well, he had a point. I had an exceptional skill of ignoring everything and anything J. J. Jerkface said. But Nova was still wrong. There was one thing I did that is definitely illegal. I bit my lip, wondering if I should admit it. I mean, bringing this topic might put me on the path of a very old wound I'd rather keep sealed. But that wasn't in my power. Before I could stop myself, the words tripped past my tongue, maybe in my desperation to prove him wrong. "Ever heard of Street-fighting..."

"What?"

"Street-fighting," I tried to ignore the cold stone that dropped in my stomach with just saying the word, and how the other students were probably  _definitely_  listening now. Wha-what would they think? I mean, I may not have the best decision-making record, but I still had acquired something of a trustworthy reputation among my teammates. How would they react to knowing what I did? Nervous sweat dampening my forehead, I let the words go, desperate to explain before my reputation sunk like the Titanic. "I'm not some saint, Nova. I didn't magically decide to be a superhero and I made mistakes, a lot, even before S.H.I.E.L.D got to me, and - and street-fighting happened to be one of them."

That didn't seem like a good enough explanation. But did I really want to take it  _that_  far? Biting my lip nervously, I cleared the unexpected block in my in throat, and asked under the weight of hesitance, "Have...have I ever told you how I became Spider-Man?"

Nova shrugged, "I know enough," he murmured, "I already know about Uncle Ben's death, it was in your file,"

"Yeah, I know," I looked down at my hands in my lap, "I looked at my file..." there was a long pause, "but there's more to the story than that, you know,"

Nova didn't respond, so I continued. "I made mistakes. Some I'm not very proud of...some I'm ashamed of actually, and some I haven't even told you guys about,"

Nova was quiet for a minute, before quietly asking, "Why not?"

I shrugged helplessly, picking at the lines of my gloves. "Didn't want you guys to look down on me more than you did before, I guess,"

"We didn't look down on you-"

" _Yes_ , you did. I could tell. I'm not stupid," I traced the curve of the black lines around my palm, scowling at the stretchy fabric. I could turn back before they got too interested, I didn't have to tell the story. They didn't need to know.

Then Nova asked, almost timidly, as if unsure whether he was crossing the line or if he even deserved to know. "What...then what is the story?"

The other's were listening. I could tell. I could feel their eyes on us., I could practically sense them taking my words.

But I could turn back. It wasn't too late yet!

"Ever heard of streetfighting?" I asked instead.

Nova shrugged, "Well yeah, we busted up a few of them. It's illegal isn't it?"

Peter nodded, "Yep," he murmured, popping the "p" slightly. "It's gotten more illegal in the years, but was still pretty bad back when I got my powers," I etched meaningless patterns into my gloves, already feeling haunted memories of the past foaming to the front of my mind, pushing and shoving with cruel eagerness to be remembered.

It was too late to turn back now. I was sucked in, and so were they.

"I guess street-fighting is kind of where it all started,"

 

**Notes for the Chapter:**

> Hey guys, a quick note: The backstories I used for these characters are not completely true. I did make up some stuff for my own benefit, you know, to fit along with the story. Same goes for Spidey's backstory. In fact, his backstory is even a little different to the one I half made up in my other story "Tell Me Your Secret and I'll Share the Pain" so keep that in mind. Also, in case you noticed, the lights are not back on yet and it's well past 10-15 minutes, but there's a reason for this, so please don't bring it to my attention because it is very well in my attention. Thank you, ^.^ Hope you enjoyed! I have one more part to this before this story comes to end!


	3. Chapter 3

There was no going back now.

I wasn't sure how to begin, and "It all started with street-fighting" a sounded bit too rushed and to-the-point for my liking. It had started before that, things ran a little deeper, which meant I had to go in depth. But, just  _how_  in depth should I go. Should I start right as I got my powers, or cut straight to the professional wrestling? Should I keep the tone serious? Or should I go off the jokey end like Deadpool had?

No, not the jokey end – that had just been irritating. The team probably wanted a straight answer.

I fidgeted on the floor as I realized I was taking too long. They were all staring, expecting a story about my past. They probably realized this was one of the few chances they would get to actually learn something about me that wasn't humorous or super-inspirational.

I tried to meet their eyes but found their gazes far too intimidating to hold. It was if, with a single look, they would know everything. Every little irresponsible, idiotic act that I did; their judgment passed prematurely through my eyes. Nova shifted beside me, and I flinched, blurting out the first thing that came to mind, "I didn't immediately become a hero when I got my powers," and with those 11 words, I had their complete attention.

Swallowing, I numbly reached up and grabbed Nova's blanket, fiddling with it nervously. Maybe it'd be easier if I had something  _besides_  their eyes to look at. "I-I'm not some saint who got powers and immediately decided to be a hero. In fact, when I got my powers, being a hero was the farthest thing from my mind. I'm-I'm still human. I was still a kid. And like a kid, I ended up doing something...something really stupid. I mean, all I could think about was how I could benefit from them, personally, especially -" I paused, hesitant. I didn't want to make Flash feel worse than he already felt. Maybe I could just brush over that and - Angel Spidey popped in front of me, tsking and shaking his finger.  _The whole story_ , he chided.

I scowled at him.

"Especially how I could finally get back at the bullies who were always beating me up," I pushed the words out, grimacing with guilt as Flash flinched and looked down at his hands. They softened and tightened, as if remembering. Before I could change the subject, Squirrel Girl looked up from the mound of squirrels snuggling against her.

"You-you were bullied too?" she breathed, eyes wide like she couldn't quite believe it. " _You_?"

"We-well, yeah...kind of."

She tilted her head, lips pursing, "Kind of, how?"

"Umm..." I rubbed my neck, hoping that it would maybe warm my throat and let the words flow easier. "I guess not kind of. I mean, it happened, but um, it was fine. N-not that bullying is fine. I was fine. I mean, I wasn't fine, but I was usually okay...." I winced, quickly tapping off on the word flow, only they kept coming. "I mean, m-my glasses broke a lot, but duck-tape helped, and I could always get new pairs. But I was - I was, uh, it just kind of became of way of living, and uh - it took a lot of coping and talking, but it - I - I mean, glasses could always be fixed, and, uh..."

My help came in the form of Cloak quirking an eyebrow. "You wore glasses?"

"Uh, yea-yeah, I didn't have the best vision. But uh, just had to get bitten by that radioactive spider, and then, you know, 20/20 vision," I shot him an awkward thumbs up. "Which is nice to have, didn't realize I was missing out on some  _very_  vivid things. So...uh, all is cool. All good here," with my silence quickly tapering off into something awkward I filled the growing gap with a cough in my fist.

"Anyway, I think we're getting off track. Um, at the time my guardi -" I paused. They already knew my name and Nova already mentioned Uncle Ben, so what was the point of acting discretely? "My aunt and uncle were having a bit of trouble with the bills and since I was a kid, there wasn't really much I could do. But, I - uh, I found this ad in the newspaper for costume wrestling. There was $1,000 to anybody who could beat this stupid wrestler in a match, and...." I traced the grooves in the blanket. "-and I guess I was feeling pretty cocky about myself. I figured I could beat this guy pretty easily with my new powers, did the math in my head and everything, but when I showed up to the match they wouldn't let me in." I snorted wryly; remember the look on the administrators' faces when I tried to sign up.

"Not that I blame now. I mean all I had as a costume was a big sweater I found in the attic and a ski mask. I'm pretty sure they caught on really quickly that I was just a kid. For a bunch of mean-looking guys, they had good morals, I guess...sort of. Well, they laughed in my face, threw me out, and called me a twink, but," I shrugged. "it hurt my ego more than anything. So, I fell out of semi-professional costume wrestling rather quickly, or - well, more like I never even got in the same boat with it." More like stood on the boarding plank and waved it off. "But I ended getting into something a bit dirtier and violent than that, which was street-fighting,"

Past the morphing looks of astonishment from the team, Triton leaned forward with his head propped in his hands looking absolutely enthralled. "And what is street-fighting?" he asked. "It certainly doesn't sound good."

I smiled dryly down at the wrinkled frowns of the blanket, "Cause it's not. Street fighting is kind of like costumed fighting, only it has a lot less costumes, is a lot more brutal, and it has fewer rules. Instead of the usual good old whack-and-punch techniques, street-fights encouraged dirty tricks and scams to win. Pretty much, you won by doing whatever you could to beat the other guy. But I guess the one I got into was more of a professional street-fight, now that I think about it, it was a lot more organized than the ones I've broken up as Spider-Man."

I glanced up at Triton, who seemed to drink in every detail, with his eyes still bright with curiosity. "And what is street-fighting exactly," he asked.

"Well," I thought about the answer for a second, "basically, a bunch of rich nobodies - probably drug dealers or gang leaders – would fund these every-Friday night fights. A bunch of different gangs would put forward one person to fight, and the spectators who showed up could bet on who they thought was going to win. But the wages bet against each fighter didn't have to be money; there were weapons, drugs, gang territories, and all those kinds of things involved. Well, at least that's what it was for the fights I was in. Anyway, the major bets would be set aside for the ' _wrestler_ '" I emphasized with finger quotations, "who won. Usually, it started with two wrestlers, and whoever won that fight moved onto the next, and so forth until there were only two left. I mean, it was a little more complicated than that, but I don't want to get into the whole system and what not, all you really need to know is that they would all duke it out until one of them beat the other unconscious, and the last one standing wins.

I did a quick look-around, worried that they'd be irritated with my prattling. No one looked irritated though, just intrigued. I shifted my position but kept my eyes pinned to the blanket, mapping out it's woven strands as I dug up the day of my first street-fight.

"It-it was an accident when I stumbled onto the street-fight. I...I admit I was throwing a tantrum for being kicked out of costumed wrestling," my cheeks flushed red, even if they couldn't see my face, "and I wasn't really paying attention to where I was going, and ended up by this old condemned building. I picked up on some noise, and- being stupid - went to see what it was. Well...long story short, it was a street-fight, and short-story that's still short, I was found pretty quickly. The two goons who found me weren't sure what to do – thank goodness – and took me to their boss. Now, this was a professional street-fight, so it was pretty low-key and close to the chest, which meant they weren't just gonna let me go.The guy I was brought to wanted to just kill me off and dump my body in the harbor." A slip of bitterness dissolved in my words, "They didn't even care that I was a kid, all they cared about was staying aloof to the authorities,"

I could still recall one of the goons pulling a gun out of their jacket and the way it hovered over my temple just shy of touching. The fact that there were actual people like that - people who would kill of a kid - really... really just  _pissed_ me off. What if it hadn't been me who found that street-fight? What if it had been someone else? A different kid who had been too curious for their own good?

With a surprised jolt, I released the blanket from my death-grip as I realized I was strangling it. Tension was already building in my shoulders, and I could feel the tight knotted muscles I got this morning rise subcutaneously. With a deep breath, I smoothed the blanket in my lap, pulling out the creases and wrinkles till it became a plain over my knee's. The team waited patiently, which I was grateful for, I don't think I could've kept my temper in check otherwise.

With another breath, I continued, "I - freaked out, to say the least. In a fit of desperation, I told them I would beat them and any one of their wrestlers if they didn't let me go. They thought that was pretty funny, so much, in fact, that they actually put me in the ring. Told the crowds I was a 'treat' for their champion wrestler, just a little something to warm him up before the game. I was still wearing the sweater from my costume and had the mask with me, which didn't really work in my favor. I had painted a big spider on the front, you know, as my own little joke, but they started calling me 'Spider-Boy' because of it. Their champion fighter was the biggest non-super-powered or genetically spliced guy I've ever seen. His stage name was Bonesaw," I smiled lightly when a round of snickers passed through the group. "Yeah, I thought it was stupid too."

"It was a small fight, but it felt like forever. It wasn't the first time a fist was thrown at me," Flash winced again. "but it definitely wasn't like any of the other times. He got a couple good hits in before I actually managed to knock him out, and, well," I shrugged stiffly, "they loved it. The crowds wanted to see me fight again, so they put me against of few of their other wrestlers, which I ended up beating too. When it was over, the leader who put me in the ring got the loot, he even gave me half money and said I could leave if I wanted." I shook my head rancorously, "Which was stupid of me to believe. They would have probably shot me in the head as soon as I stepped out of the room. But, I didn't leave, because the leader asked me if I would become a permanent fighter under his jurisdiction. I...I didn't say yes because I'd likely be killed otherwise, but because..." I bunched my hands in my lap as if to hold the truth to myself for a just a little bit longer, "I liked winning. I liked it so much. I liked it when the crowd cheered me on with every punch, and I liked how powerful it made me feel," I snuck a glance back at Flash, whose eyes widened with surprise. "I mean, I was a little hesitant a little at first...but - but the guy even offered to pay me, which was what wanted I want all along. I didn't even think twice about how they were ready to kill me if I said no when I signed up."

I chuckled humorlessly, a bitter sound of contempt and self-loathing. Shame colored my face and made the mask hot. "Thankfully, I wasn't a  _complete_  idiot and gave them my name." I mumbled sourly, "Instead, I asked the leader-guy to give me a name, like Bonesaw had, and do you know what they called me?" I paused to look over the faces of my colleagues, waiting to see if any of them would say it.

None of them did.

"Spider-Man," I said. "They named me: The Amazing Spider-Man" I waved my hands in the air as if to display a gaudy title adorned with flashing lights and bright colors. "And with every good stage name, there had to be an outfit, right? It was my match manager that actually got me this costume," I pinched a piece of my suit up and let it snap back against my skin. "Sure I helped design it a little, but he liked the bright colors and big lenses cause it made me look small and easy to beat, which only inspired more challengers." Cloak and Dagger seemed to share an almost subconscious look as if automatically running their thoughts by each other. Eyes bore into my costume like hot needles. Even Scarlet was listening, despite his nonchalance against the wall.

It was with a hint of surprise when I realized this was the first time I've ever held their rapt attention outside of a life-or-death situation. But I didn't stare too long. The prospect of having to meet someone eye-to-eye sounded as pleasant as being stripped naked and tossed out in the snow.

"I learned the rules of the game pretty quickly," I continued airily, "Number one: You couldn't look weak. Or well, you usually tried not to. I was the only exception because," - _because I always looked weak_  - "the suit made me look weaker than I was. Two: dirty tricks were encouraged. If someone happened to have a pair brass-knuckles in their pocket or a small knife in their shoe, what was the audience to do? But I wasn't really into that kind of thing, I mean - I didn't want to get too violent. So, I made myself my web-shooters." I looked down at my wrist, staring at the spot just above the crest of my palm where my web-shooters were cloaked. I could feel a low hum tingling against my skin, and frowned. "Yeah, they all got a real kick out of them," The hum turned into the awed cheering of a crowd roaring with approval as I pinned my opponent down with layers of webbing. The excited voice of the ultracrepidated referee was loud in my ear as he approved the knock-out with exaggerated waves of his arms. The leader representing me grinned, showing simple approval with a nod of his head; filling me with pride. The chanting of the crowd was like snowfall in my head, faint, but growing, filling me up from the inside out.  _'Spider-Man! Spider-Man! Spider-Man! Spider-Man!'_

"Spider-Man?" I looked up, staring into the white eyes of Iron Fist. "Are you okay?" he was asking, passive voice betrayed by a slip of worry. I wasn't quite sure if he was asking because I had stopped talking, or because he picked up on whatever chi-energy I must've been putting out, but I leaned back, arms pliant and folded. The aura of calm.

But when I spoke, my voice cracked, "yeah," I cleared my throat under my hand and tried again. "Yeah. Where was I?"

Iron Fist hesitated, shoulders curling in slightly. "Are you sure you want to continue?" he asked.

 _No_ , I wanted to say. I didn't want to continue. In fact, I wanted to get up, walk out of the dorms, and hide in a ventilation shaft on the other end of the Triskelion until the storm passed and I could go home to Aunt May. No one told me that talking about it was equivalent to swallowing a brick. No one said anything about the shadowed emotions that would come creeping back into my heart. But I nodded instead with a smile that stretched my cheeks, "Yeah, yeah, I can keep going. So, uh, I got to the part about my web-shooters, right? Okay, so - after that I got really invested in my new 'hobby'. I stopped doing homework, shirked on my chores, and focused my time on fighting. I didn't think it was a big deal then. I mean, I got a lot of money; my reputation was growing within the underworld of crime - which, you know, is always a  _plus_  – I could slip cash to my aunt and uncle to help their financial debt, I had enough money to buy things I wanted; I thought I had something pretty great. Hell, I was even beginning to see these people as my friends, and I..." my sentence broke off as my stomach squirmed, and suddenly not meeting their expressions didn't seem like enough. I pulled the blanket over my head, letting it cover up my head, shoulders, and fumbling hands. "I was an idiot."

"Then one day, everything kind of went," I blew a raspberry and made an exploding gesture with my hands, which probably looked strange outside the blanket. "When it happened it was just like any other night I fought. I got my fight, as usual, beat this new guy and won. Same ol', same ol'. But it was when I went to get my winnings when there was a problem. The guy managing the money only gave me half of what I earned and, looking back, I'm pretty sure he was on some kind of drug, because that never really happened to me before. So, he didn't give me my money and I got mad," the words were sour on my tongue, "but this guy already knew my age and knew all the right things to say to make me feel stupid, so... so I ended up leaving feeling humiliated. But on my way out, I into this other guy out in the hall, he wasn't anything special. Just an average guy, but when I got down the hall I heard shouting and the next thing I knew the same guy was running past me with this big bag full of cash."

I rubbed my forehead, feeling an ache in my temple, as if what I'd done back then was enough to cause me physical pain.

"I could've stopped the guy," I admitted in suspiration. "I could've just stuck my foot out and that would have been enough. Instead, I...I moved out of the way to let him pass. The manager got angry and asked why I didn't stop him, but all I told him was to stop acting like a kid and grow up - exactly what he said to me. I know, it was petty and stupid," and I felt really proud of myself afterward. "...but...but that all kind of went down the toilet when I got home. My house was taped off by policemen and ambulances were parked in front of the house. I had to shove my way past a crowd of people just to get to my Aunt May. I remember seeing her crying on the couch, trying to tell the policeman about some thief with a gun; the-there was a blood stain on the carpet, and...and I watched two officers carry a body bag out of the house and-" the pressure in my throat came on suddenly, and completely crushed any other words I meant to say. It was so sudden it even surprised me.

Quickly running a hand over my face, I tried to stem the growing onslaught of prickly tears by rubbing at them through the mask, but that only irritated them more. I cursed softly, thankful I was hiding under a blanket like a 3-year old, as I reached under the mask to wipe the tears away with a cracking scowl. Here I  _thought_  I was over it. I came to terms with it, I accepted his death, and I know it wasn't all my fault. It's been nearly 3 years since that day, so why was I still crying about it?

The pressure in my throat expanded to my chest, till it felt like an elephant was sitting on my lungs. Feelings, raw and untamed, ripped open old emotional scars, letting them bleed freely. The emotions were familiar in a qualming way, and I easily recognized them from the countless nights that came after seeing that body bag, in perfect height to Uncle Ben's figure. The dark hours of lying awake at night, reliving the moment of walking into the house and seeing a bloodstain on the entry carpet; sometimes, I still stepped over where it used to preside.

There was something finalizing about saying it out loud. As if saying the words made it too real, and permanent, like there was now no chance of Uncle Ben walking through the door, weary from work, but alive. Happy and breathing, like he should be.

Beside me, I heard Nova shift in his spot. "Webhead?" he said, benevolently. When I didn't answer he continued, almost tentatively, "Hey, you really don't need to go on. I get it, I really do. It was hard and you made choices you're not proud of, and I'm sorry I made you talk about it. Will you please come out of the blanket?"

I shook my head, as both an answer to his request and to turn-physical my growing frustration. I was going to finish the story, _damn it_! I couldn't leave them like this, with me crying like a baby! What kind of image did that leave me with? The story was meant to teach them a lesson, not  _demean_  myself.

"No," I sniffed defiantly, forcefully rubbing the rest of the tears. "I started and I'll finish." I inhaled, expanding my lungs to palliate the pressurized ache in my chest and lungs, but to be honest, it didn't help much. "It was my Uncle," I said. "He was shot. Some guy got in the house, probably looking for somewhere to hide and must've thought the house was empty. According to Aunt May, Uncle Ben heard something in the kitchen. He...he thought it was me, but when he went to look...the guy he... he just shot the gun and..." I hated the way the words strained and faltered.

"Later, I heard some of the officers talking. The guy who murdered Uncle Ben was cornered in some warehouse a few blocks away. I...I was so  _mad._ " The thawing block of emotions saturating my mind cracked as the rage came back to me, not just burning, but sweltering subcutaneously. I looked up, the jerky movement disrupting the balance of the blanket, allowing it to slip off. The team was still watching me, but any qualms I had with it burned to ash. My hands trembled and hardened, my voice shook in sync with my fist, "No, not mad. I was  _furious_. I grabbed my costume and my web shooters and I followed the cops down to the warehouse. The entrance was guarded, so I had to go through the skylights. I didn't want anyone to know I was there, not the cops and definitely not that  _murderer_. I found him hiding behind some crates. He didn't even know I was there until I threw the first punch, and after that, well..." It flashed across my mind, and I closed my eyes to relive it, "I just...hit him." I ended, simply. "Punch after punch after punch. I barely even let him get a word in; I didn't care about what he had to say. But I remember him crying, and when I backed off enough to let him breathe, he was  _begging_  me to stop. But I didn't want to. I didn't care about him or his life, or what I was doing, I..." I looked up at the team, taking in their mixed expressions of opened-mouthed dismay and taken-aback shock, because I, Spider-Man, the hero who preached of the value of life, had wanted to murder someone in cold blood with nary a thought to it. So I validated what was going on through their heads. "I was going to kill him."

I looked right back at them through the film of the lens, willing enough to look them in the face to admit my crime, but subconsciously thankful for the shield my mask still offered. "I almost did it too. I was so close. I just," my hands cupped together as if curled around an imaginary neck. For a minute, I could almost feel the beat of a stuttering, phantom pulse under my fingers. "And I was just  _squeezing_. I didn't want to stop, and I just...." my words came out dark, almost in a feral growl, " _I wanted to see him die_."

The dorm was as silent as a morgue as my cupped hands hovered shakily in the air for a few more seconds, before falling into my lap. As if it was a butterfly reaction, my shoulders slumped with them, head hanging. In that moment, my whole body seemed to suspire in emotional-debilitation, as if it just couldn't handle the raw emotion anymore. I rubbed my nose wearily with one hand.

Squirrel Girl looked up from where she was hugging her knees to her chest, eyes wide and breaths soft. "What did you do then?" she asked, hushed in a whisper.

My back fell against Nova's bunk. "I...I let him go."

Scarlet Spider stood abruptly from his spot on the wall. His whole body was tensed and rigid, and when he turned to me with his arms crossed, he radiated a hurt, almost defensive aura, as if it was  _him_  I had mercilessly beat.

"Why would you do that?" he demanded, words strained with accusatory disbelief. But beneath all of his aggression, for a minute, I thought I picked up a hint of something desperate. "That guy took your Uncle. He put Aunt May in danger, he made her a  _widow_. How - why would you forgive him like that?" He sounded physically pained.

I stared at Scarlet. "Forgive him?" I repeated. "I never  _forgave_  him, Scarlet. I'll never forgive him for what he did."

"But you let him go?" Scarlet accused. His arms were uncrossed and stiff by his sides but on the verge of lashing out. I wondered what he was going on through his mind to cause him this much stress. For a second my thoughts turned to what he's told me before, about how he was abandoned by someone he cared about, a friend. But I brushed the thoughts away, for now. With how rigid his posture was, I wouldn't doubt that he'd threaten to slash me if I brought it up.

But I did look him in the face, unwilling to waver no matter how much I wanted to look away. "I let him go cause...cause I saw his face."

Scarlet's head shifted, taken aback. But before he could get a chance to question me, I continued, "Light from the cop cars came in through the window. I saw the guys face for the first time and I realized..." I swallowed hard, sifting past the stone in my neck. " It was the guy who stole from that money from the manager....the same guy I let get away."

The air in the room stopped as if the very universe sucked in a breath. Shock crackled in the room with the energy of a lightning storm. Eyes widened quizzically, mouths opened into flat 'o's' as jaws dropped. My words hung suspended in the air, expanding and filling up the room like a dark cloud.

"Wait, if that was the guy then," Powerman brows furrowed. "then he..."

"Yeah," it came out strangled. "If I had stopped the guy, then Uncle Ben would still be alive. He would never have died, and my Aunt wouldn't have become a widow....I...I admit it wasn't all my fault, but....but I'm wasn't innocent in it either. I could've spared Aunt May the pain of losing Uncle Ben, but because of my own  _stupid_  ego she lost her husband."

Tentatively, White Tiger asked, "And what about you?"

I looked at her. "Me? I guess...I guess I lost my dad again." The tears had returned to blur my vision, and I could already feel my nose getting runny. By me, Sam was staring helplessly at the floor. He opened his mouth, closed it, then opened it again. Turning, he faced me with a new expression.

"I...I had no idea, Spidey," he reached out a hand to touch my shoulder, a comforting gesture I was sure, but centimeters before it could make contact, I jerked away and jumped to my feet.

"So, yeah, there's my story," I finished, forcing on a jovial tone, even as I sniffed and rubbed my eyes again. "See, not perfect. I make mistakes.  _Horrible_  mistakes. But it's just about learning from them and all that." I chuckled, but it sounded plastic, even to me. "An-anyway, I - I think I'm going to go check on Connors. The lights haven't turned back on and its definitely been longer than 15 minutes. So...I-'m just gonna make sure that generator problem isn't a big problem..." I stood stuck on the floor for a few tantalizing seconds, before I pried them away and hurried out of the room, eyes itching and irritated. I could feel their eyes boring into my back as I left, but was thankful none of them tried to stop me. I was one conversation away from breaking down and bawling in front of all of them, which was the absolute last thing I needed right now.

Relief was all I felt when the doors closed behind me.

* * *

 

I didn't go check on Dr. Connors or the generator problem. Whatever was wrong, I was sure it would be handled fine. S.H.I.E.L.D was full of professionals, afterall. So, instead, I did the last thing I thought I would do tonight.

I went outside.

It was still snowing and the building was slippery, but I didn't let that deter me. I crouched low in a corner on the ledge, hunched in on myself to preserve whatever warmth my body could cook up. Sadly, the chilly wind had upgraded from the equivalence of a soggy blanket to a frozen towel copiously covered in ice, which was now draped over my shoulder and seeping in deep to my very core. Shudders and goosebumps grew across my body like an angry rash.

But, after a while, I began to welcome the numb feeling that came with it. Time had ticked on precariously since "story time" back in the dorms, I estimated it had been an odd 15-20 minutes since I secluded myself to the outside. Since then, my body had been quick to lose all feeling, leaving my limbs feeling thick and swollen. Now, to wait and see if it would spread to my insides too.

Recounting that story had kicked up one heck of a hornet's nest inside me. Which was unnerving, as I thought I had come to terms with it, just before I joined S.H.I.E.L.D. But, then again, I supposed I had done it silently, and with just myself. I've never actually said what happened out loud, not to anyone. Admitting it with words was different than doing it mentally, saying it out loud made it seem more  _authentic_. Which was ridiculous because Uncle Ben had died years ago, and I thought the pain was supposed to ebb. Apparently, I have been misinformed, because it still left a very big, very raw, gaping hole in my chest and suddenly breathing wasn't coming so easy.

Snow was gathering quickly on my body, frosting my shoulders and head with white powder. But I managed to ignore it by staring out in the horizon where New York was glowing in a high rotunda under the clouds, brilliant and bright through the snow. Suddenly, I was feeling homesick for New York. Or, more specifically, the buildings. Web-swinging was always my go-to solution when I needed to sort out emotional ordeals. It had become something of a therapeutic process whenever life got too stressful and weird.

 But, I suppose sulking on a ledge was my only option under the given circumstances.

But ice was crusting on my mask, thanks to those stupid tears from earlier, and now there was a highly likely chance I wouldn't be able to take it off when I go back inside. But, I also argued, that was a Future Spider-Man problem.

 **Well, that's a good way to solve our problems** , Devil Spidey commented as he appeared in the mound of snow piling on my left shoulder. The figment of my imagination shook the snow away, using the flickering flame above his head to melt it into a puddle, all the while grumbling,  **Oh yeah, just forget about all the irritating conundrums piling on our shoulders and leave them for later. That's great. Wonderful.**

From the other shoulder, Angel Spidey popped in from the snow as well.  _I know we kind of got ourself in an emotional pickle here, but you did the right thing telling them about our past. Besides, it was bound to come up sooner or later._ He soothed.

 **Why can't it ever be later?**  Devil Spidey huffed. **All it ever does is give us unwarranted stress and emotional baggage. Why can't we just go a week without drowning in our own angst? Is that too much to ask?**

Angel Spidey shrugged.  _Problems should be dealt with right away. Putting them off only makes them worse._

 **But that doesn't mean we have to deal with every. Single. Problem. Sometimes we need to just put things off to have time to ourselves!**  Devil Spidey argued, waving his arms around erratically.

"Just...just stop it guys," I sighed, folding my arms tighter over my shoulder. "You're not helping anything." The two paused, before shooting one another a quick glare, then drifted closer.

 _We're only looking out for you_ , Angel Spidey said gently, patting my cheek softly.

 **Yeah** , Devil Spidey agreed, surprisingly sincere as he leaned against my neck. **I mean, someone's gotta make sure you know your options.**

Angel Spidey nodded as he set to work wiping the snow off my head. _It's good that you told them what happened. Not just them, but for yourself. It was bound to come up, from Aunt May, or Fury, or someone. At least next time you'll be prepared._

"Next time?" I groaned. "Isn't once enough?"

 **Whose not helping now** , Devil Spidey snorted at his counterpart as he took the flame from the top of his head and began melting the snow off my shoulders.

Angel Spidey glared at him.  _Point is, now the team knows a bit more about their leader, and you're more emotionally prepared. That's good. Don't you feel lighter?_

"Well..." now that he mentioned it, once I got past all the tears and raw emotion, I did feel a bit lighter. Like a weight I never knew was there had been lifted, if but a little. It was small but noticeable. "Yeah...I  _kind of_  do..."

Devil Spidey sighed, putting his flame back atop his head as he grudgingly muttered, **I guess.... _maybe_ , telling them about our past was a  _little_  helpful. A little**. He huffed in irritation at the smug look from Angel Spidey. Despite the situation, I smile.

"Easy there," I chuckled. "You almost sound like you care."

Devil Spidey grumbled unpleasantly, putting his flame back above his head.  **No, I only care about you. But only because I'm a part of you. As far as I'm concerned everyone else can burn. You see, it's kind of our job to be here, whispering in your ear and all that, so don't start thinking that I actually care - cause I don't! I'm required to be here, so don't get any ideas.**

 _OH, you DO care!_  Angel Spidey squealed, leaping over me to tackle his counterpart in a hug. I rolled my eyes as I watched them tumble in the snow. Devil Spidey was sputtering curses as he tried to wrench Angel Spidey's arms off of him.

Behind me, the window I had crept through slipped open and a figure's shadow went sprawling across the snow as blue light filtered out from the inside. My smile slipped away.

"Spider-Man?" Nova said. "Peter?"

Angel and Devil Spidey looked up from their death-hug.  ** _Gotta go,_**  they said in synchronization and poofed away. I looked at the unblemished snow where they had been, shoulders sagging under the undisturbed powder on my shoulders, feeling almost lonely now that they were gone. For all their annoying arguments, Angel and Devil Spidey have always been pretty good company, which was actually weird given the fact that they were only figments of my over-active imagination. Sometimes, I've considered telling Fury about them, but then figured he already thought I was a looney-kid, so why add more fuel to that fire?

Nova pushed himself up through the window but stayed far enough away that it was comfortable. I hummed back at him, at least letting him know that I acknowledged him.

"I..." Nova started with a hesitant pause. "I'm sorry about what I said."

"Nova, you don't need to be-"

"No!" he interrupted. " _Shut up_ and let me finish," My mouth clicked shut. "I do need to apologize. I was angry with myself and I took it out on you. You shouldn't have to talk about something you didn't want to just because I was being a jerk. So...I'm - I'm sorry, okay."

But wasn't that what I had done to Dagger and Cloak? I forced them into a corner to get them to tell us what was wrong, even when they didn't want to. How was it any different? Besides, I didn't have to tell Nova, or any of them the story. I had plenty of opportunities to back out, but I hadn't taken a single one. Nova had absolutely nothing to feel sorry for. 

"Really Nova, it was no big deal."

"It was a big deal to me," Nova stressed. "I feel bad about it. Maybe you're used to the Bugle pointing out all your flaws, but we're teammates, and I shouldn't do that."

"But we do it to each other," I argued. "How many times have I done it to you? Really, it's okay. I didn't have to tell you guys, I wanted to."

Nova made a frustrated noise. "Can you  _please_  just say you forgive me? If not for your sake, than mine!"

I looked down at the snowing piling on my feet, wiggling my toes deftly, "I will - I do forgive you." I said, and Nova sighed with relief, but stilled when I added, "But can I admit something?"

"Um... yeah, yeah sure."

It was now or never to come clean.

"Back in the computer labs, when we were doing those tests, the one you let me do was the same fight I had with Molten Man months ago. So, I already knew how to beat him." I burst out.

Silence.

"....Oh, I knew it!" he exclaimed, so exasperated that I burst into a laugh. "You jerk, why didn't you tell me earlier?" he demanded, but was smiling too, holding back a laugh, so I knew he wasn't too upset. Our laughter trailed off soon enough and hissing winds filled the silence.

After a second or so of watching the Nova Force illuminate the snow into dozens of little, blue fluffy cotton balls, Nova spoke up beside me, "Hey, has Connors told you why the lights haven't come on yet?"

"Uh, no. I haven't heard anything from him." I said, glancing over the dark windows of the Triskelion. Hmmm, it's been a very long time since I've heard anything, in fact. "Maybe we should go check up on that,"

"Good idea,"

We shuffled carefully back over to the window. My joints felt thick and lodged with ice from sitting out here for so long, and grimaced unpleasantly as the ice frosting on my costume cracked. But before I could even make it out the window, footsteps were echoing off the walls as an agent came running up to us.

She was red-faced and out of breath, eyes dark with irritation as they landed on my shivering form. "There you are!" she instantly glowered, "I've been looking for you all  _over_  the Triskelion." but she straightened up, turning back into the hardened agent she was taught to be. "I came to inform you that Dr. Connor's hasn't returned from checking on the solar-generators from outside."

I froze. "Come again?"

"Dr. Connors went topside of the Triskelion to check on the solar-generators, and neither he nor the team he took with him has returned," she repeated,

I looked back out at the snow. Why the heck did Connors go outside? Why didn't he tell me?? It was freezing out there, I was an enhanced human and even I could barely stand it.

"Has anyone tried to get up through the topside hatch?" I asked, turning back to her.

She nodded, "I have, _personally_ , but it's stuck tight."

I leaned back out, back into the snow, and looked up at the high wall of the Triskelion that stretched far up into the clouds. I looked back at Nova, who was already back inside. He met my eyes and nodded.

"I'll go get the team," he said, and was off in an instant, flying fast through the halls and out of sight behind a bend.

"I'll head up to topside," I told the agent, shuffling farther out by the wall. "Just in case bad-gets-t0-worse, have the Med-bay prepped for any emergencies."

Her eyes widened as I clung myself to the wall, and took an objective step forward, "Whoa, whoa, wait. You can't go out there in just," she gestured to my sodden suit, " _that_! You can't possibly think you can actually get to the top with  _that_ on in  _this_  weather." I stared up at the dauntingly far stretch of ice-covered wall that lead to the top, then at the puddle of water I had dripped on the floor.

"Well, I'm definitely thinking it," I muttered heavily, "But, for the record, I'm not saying it's smart." I stepped off the ledge. "Remember to get the Med-bay prepped, oh - and thanks for informing me," with that, I planted the tips of my fingers on the wall and began to climb, deaf to the protests hollored after me.

I moved fast, one hand in front of the other, ignoring the wind as it pulled insistently on my body. It was louder now, screaming in my ears as if riled up to protest against my actions. I didn't get very far before my fingers caught on a patch of ice, and suddenly I was careening sideways. My feet followed on their own unexpected slip, and for a second, I was dangling off the wall by one hand and staring down at the swirling masses of snow and clouds that hid the impending bottom miles down. My heart puttered frantically and I quickly pulled myself back up, fusing whatever part of my body that could touch the building to the chilled wall. In my head, my spider-sense was at a slow, sluggish buzz, dazed and tottering around in my head like a drunken sot.

It was rare that heights bothered me, years of being Spider-Man has ensured that. But, staring down at what would no doubt be a fatal fall, my stomach squirmed with unease. Not that I could really blame myself, I mean, as of now, my spider-sense was about as helpful as an ignamorous drunk, my body was rapidly losing all feeling to the point I probably couldn't even detect another patch of ice if I came across one, and I couldn't even tell how much farther I needed to get to the top thanks to the plenteous clouds suffocating the Triskelion. So, yeah, I was definitely feeling the frost-bitten squirm of worms in my stomach as I hugged the side of the building with all my strength.

"Come on," I whispered harshly, "Come on, come on, come on, come on, Connors needs you. Connors needs you. No time to get scared. Come on," I exhaled, watching my breath condense into mist and get snagged off by the wind. With another quick breath, I pulled myself up, wincing as frozen muscles pulled, and continued my trek. As I ate up the inches, a keened wailing suddenly reached my ears that was definitely in a different pitch to the wind. I paused and listened, but it was already gone. Cautiously, I took a few more steps before it reached my ears again.

Whatever it was, it didn't sit right with my stomach.

The rest of the journey up there's must not have taken very long, but it felt like ages. With every piece of ice I slid on, and gust of wind that knocked my breath away, my heart increased it's jackhammering till it felt ready to explode in my chest. But I refused to stop, not when it was Connor's who needed help, not with people depending on me. When I finally pulled myself up onto the top, I thrill of warm victory heated my chest. But that instantly turned to icicles when I saw a group snow covered lumps in S.H.I.E.L.D gear sprawled under the little protection of the generators guarding the top.

Shooting to my feet, I raced across the ground and came to a stop by the first one. As soon as I stopped on my knees, their helmet turned up toward me. "Spider-Man?" A weak, but relieved, voice whispered.

"Yep, it's me," I said. "In the flesh." I looked at him, up to the decent-sized generators that were growing heavier and heavier under the growing mounds of snow. Off to the side, I noticed a particular generator near the ledge lying on its side. The based was bent and crumpled like an aluminum can, with a heavy supporting beam the ground where the topside hatch was definitely supposed to be. I looked back down at the agent. "What happened here? Where's Dr. Connors."

"I didn't realize the base was unstable," I voice said nearby, one I instantly recognized. Dr. Connor's was propped up under the generator opposite to us, hugging his knees to his chest with one arm. He was wearing the S.H.I.E.L.D issued snow coat, but I could still make out shivering beneath all those layers.

"Doc, what happened up here?" I demanded, changing position to crouch next to him. "Why didn't you tell me you were coming out here? What were you thinking?"

Through his excessive shivering, he managed a small smile. "I guess I wasn't, was I,"

I held out a hand to....to what? What was I supposed to do? All the agents were under the generators, huddling for warmth, but otherwise unharmed. If they could just wait a few more minutes, then the rest of the team could get here and Cloak could teleport them to the Med-Bay where they would be warmed back up.

"Why didn't you call anyone on your comm?" I asked instead.

Connors glanced at his wrist with a grimace and moved it to my view. The communicator was broken in places, and filled with water and ice in others; the skin around it was red from the cold. "Broke it," he said. "Didn't take it off because I'm pretty sure the tracker is still worked, and I didn't want to lose it."

I sighed, rubbing my face with unfeeling fingers. "Kay, well the rest of the team will be here soon. But maybe if we just-" before I could say 'huddle for warmth', a high keening sound shot through the snow. I jumped to my feet, eyes landing on the fallen generator.

"Connors?..."

"The generator is unstable," Connors said. "I was checking on it when it fell - bad timing on my part I guess. I barely managed to get out of the way, but it trapped me and my agents up here. Unfortunately, it's still unstable. Half of it is already hanging off topside, we tried to pack snow at its base to enforce it, but that's all we could do with our resources. But with all this snow and wind," he craned his neck to look at the clouds, " I doubt it can stay up for much longer."

I walked past Connors, cautiously stepping closer to the machine, worried that my kitten-steps would disturb the snow and send it tumbling over. I leaned over, catching sight of the teetering structure on the edge. As if to hold my attention, the structure groaned again as the metal plating keeping it up cried under the pressure. Carefully, I walked back to Connors and knelt next to him.

"Okay, it'll be fine. I'll have Powerman, Nova, and the Web Warriors help me pull it back up as soon as they get here, which -" I squinted out past the snow, "what is taking them so long?"

Connors shivered violently, though it might've been a shrug. "The staff might not let them leave without gearing up for the cold. I'm surprised they let you out here with only your suit on."

"Heh, yeah," I said, sitting down next to him against the generators base, wrapping myself in a hug. "Lucky me." I huddled next to Connor's, working to preserve my own warmth until the reinforcements came. The snow was coming down thicker than ever, to the point that even the hazy glow of New York was beginning to fade. I was also dully aware that any feeling in my limbs had officially gone, and I was really hoping that somehow I was immune to hypothermia. It was a far stretch on my abilities, but maybe if I was tenacious enough...

A long, high creaking snapped me from my musing. A gasp froze in the air, but I barely had time to jump to my feet before the broken generator completely snapped from the metal plating and began to topple over the edge. I thought of the landing pad, and facilities, and hangars all down below - most still housing working agents - and how they were all about to be crushed under several tons of metal. I dived for the generator, instantly shooting a web that barely managed to snag on the corner before it completely fell. I didn't get a moment to celebrate, however, as my arm jerked forward and I was propelled to the edge of the Triskelion along with it. Just before I was pulled down, I slammed my hand into the hard, frozen metal, wincing with the impact, but thankful for my numb body as my hand smashed through the snow and hit a dent in the roofing, giving me just enough leverage for a handhold.

For a few long seconds, I lay there, feet inches from the edge with one hand curled tight into the metal roof and web-line taut in the other. I didn't realize I wasn't breathing until I noticed my lungs were burning from the exertion and took a slow, careful breath. The metal groaned angrily from where it dangled, but I refused to let it go. Not with how much damage it would cause and the agents it would kill. I couldn't allow it. I  _wouldn't_ allow it.

But my webs had other thoughts. The line in my hand jerked and suddenly I was being pulled further down as strands of webbing began to snap free.

I cursed. Then cursed again as more strands tore, and dug my fingers further into the metal, going as far as fusing my skin to it. I couldn't allow it to fall. I couldn't!

Through the snow mucking my lenses, I looked left and right for any sort of leverage. Connors came hobbling to my side, careful not to disturb my hold in the metal, as he too looked for something that would help.

"Okay, just  _hang on_ ," he said, then winced. "Er, sorry, I didn't-"

"Puns in crisis," I strained. "I'm rubbing off on you."

Connors looked around desperately before his eyes landed on my wrist. "Your web-shooters," he said, kneeling next to me. "Let me see them, maybe I can make a net or something."

I nodded, and he gingerly felt my wrist for the webshooter, scrupulous to avoid disturbing my grip in the metal. He managed to snag it without trouble, and ran carefully to the edge, leaning over the side with the shooter now poised on his own wrist.

"There's not enough structure to make a net," he announced. "I'm going to try and reinforce the generator to the topside, hold it steady,"

I wanted to argue that there was hardly anything I could do to keep it steady but found my tongue heavy in my mouth with hardly the power to conjure letters. But Connors simply took my silence as agreement and aimed over the ledge. I braced myself for the impact that would follow, praying for him to hurry because I could already feel the webline straining close to its limits.

I heard the thwip of the web and felt a small jolt as it stuck to the generator. Connor's pulled on the line while trying fruitlessly to swipe the snow off the roof with his nubbed arm for a place to hook the web. But before he could find any purchase, I felt a snap tremble from the web and within an instant, the tension in my hand was gone and I fell back in the snow. Grunting, I scrambled back up with just enough time to watch Connor's eyes widen as he was pulled over the edge.

"CONNORS!"

Gasps from the agents and loud shouting started up behind me, but I couldn't hear them. My eyes were glued to the spot he had been in, still disturbed from where had been kneeling. The wind whistled in my ears and the hammering of my heart stopped, frozen solid in my chest, only cracking as the first sliver of horrified disbelief fractured its core.

C-Connors was....gone. He fell. He - he's...no. No! He can't be! Connor's can't be gone, he can't...

He's....

He's....

He's staring at me?

I watched, stunned, as Connor's slowly rose from over the edge of the Triskelion, a second later, the Iron Spider appeared with him.

"Drop something?" Amadeus asked.

My knees almost buckled with relief. " _Oh, my_  - Connors! Connor's, are you alright?"

Amadeus gently settled the doctor back on his feet, holding him steady when he stumbled on shocked legs. "I-I'm fine, I'm go-good." Connors stuttered, eyes wide as saucers. "That...that was the single most horrifying thing..."

"Oh my gosh, I am  _so sorry_. T-the line broke. I should've caught you - but it happened so fast - I couldn't - but then Iron Spider -  _oh my gosh_ , thank goodness you're alive!" I surged forward, wrapping him in a hug. Connors stumbled a little, 'oomphing' as he retook his bearings.

"Oh, well I - I'm fine. All good," he assured, patting my head. "Thank goodness the team got here when they did, huh." as if it were planned, a flash a light appeared nearby and half a dozen people stepped out of the dark confines of Cloaks' cloak, wrapped and snugged tight in winter-coats and thermals.

"Sorry that took so long," White Tiger shouted over the wind, rushing across the covered roof to meet us. "The staff wouldn't let us out without, well," she lifted her arms to show off the coat, "these. What happened out here?"

"Generator fell, landed on the hatch, agents had nowhere to go," I answered, withholding my sudden desire to lung forward and wrap her, all of them, in a big hug because  _oh my gosh, Connor's almost died, and they got here right in time - oh I love them all so much!!_ Somewhere below, a string of loud curses sputtered through the thick snow, and a moment later Scarlet Spider, Agent Venom, and Nova appeared, heaving and hefting the generator slowly back up on the roof. As soon as it was past the ledge, they settled it down soundlessly in the snow with a grunt.

"I was gone for five minutes, Spidey," Nova gasped, catching his breath as he leaned against the generator. " _Five minutes_."

" _Bullcrap_ , that was more than five minutes," I refutted, but could hardly put any heat on it. How could I when my entire body had become foreign to the concept? Besides, I was just happy they got here when they did. I hugged my arms around my shoulders and stepped toward the frozen agents stumbling to their feet. "Come on, let's get these people inside."

A hand landed on my shoulder. "We'll get them inside Spidey, you get to the Med-Bay and get warm," I met Dagger eyes; they held no argument. But I can't say I was about to argue. They were a good team, and I trusted them to get things done. All of them.

"Fine," I said, shoulders sagging with relief. "Just remember to stabilize the generator so it doesn't fall again." she nodded and instantly headed over with the rest of the group to either help an agent, or dig deep trenches in the snow to keep the generator up.

"C'mon Punk," Scarlet Spider said, as cheerful as ever, as he steered me over to Cloak. "Someone's gotta make sure you don't freeze your ass off." Cloak nodded at me and swept us in his cloak, and after a second of cold darkness, we stumbled into the Med-Bay. Instantly, medics swarmed me. Suddenly, blankets were wrapping around my shoulders, and hands were leading me to a room, and voices were ordering the soggy spandex off. Scarlet snorted, almost amused, as I was helplessly pulled further into the Med Bay. Before I knew it, I was stripped of my Spider-Man suit and put in a dry, plastic - but  _warm_  - hospital gown.

The warm air in the room was like a broiling flame to my body, soon enough every inch of skin tingled raw as feeling began returning. But it was a sensation I welcomed.

My fingers, toes, nose, and ears were tinged blue, which, according to the worried medics, wasn't a good sign, but after I was swathed in a soft blanket and sipping warm tea, their antics settled and I was predicted a full recovery. According to the experts, if I had been out there any longer, frostbite would've no doubt happened. But, thankfully, I was getting any fingers chopped off today.

The rest of half-frozen agents, including Dr. Connors, followed me to the Med-Bay, each treated with the same hospitable care I was. A nurse replaced the drained cup in my hand with a fresh, steaming tea brew and settled me down with blankets and heating pads. For a few minutes, I sipped the tea wearily and watched the wonderful chaos of the Med-Bay ensue. Gradually, though, the cup grew heavy in my hand, and sleep probed insistently on my eyelids. I resisted as long as I could, hoping to stay awake long enough to congratulate the team for being so quick to answer the call for help - even if they were held back some with winter-wear - but my efforts were futile. Within minutes, I had settled the tea on the chair next to me, convinced I was only going to close my eyes for a second. But as soon as I curled up in the blanket, I knew I was gone.

* * *

 

I woke up to the sound of hushed whispering and pattering feet. I groaned, digging my face farther into the sunken pillow. "Go 'way," I mumbled into the case, too dazed to even wonder who was in my room.

"Well someone sure is Grinchy this morning,"

"Sam, M' tryin to sleep,"

"Which is weird," he replied, "I'd think you'd be the first one to wake up out of all of us,"

I groaned again, pulling myself up to look at him when I froze. This wasn't my room. This was not my blanket. And the plastic hospital gown I was still wearing was definitely not my pajamas. Startled, I took a moment to look around the room, taking in the bleach-white wall, linoleum floor, and crowd of teenagers bunched in front of the bed.

On a chair next to me, my Spider-Man costume was folded neatly and waiting, the lenses of my mask looking expectant and eager under the lights. Staring at the mask, my fingers barely grazed the bare skin of my face as I realize that  _all_ I had on was the hospital gown. Before I can freak out and lung for the mask - or the suit for that matter - the memories of last night popped into my head like a firecracker and I forced myself to relax. The storm, nearly getting frostbite - that explained the hospital room. And I showed the team my face, I told them my name -  _willingly_  - so I didn't have to worry about that. Which was okay. There was no danger here.

My thoughts turned back to last night's storm, and I lay back down in a huff.

"Some storm," I deadpanned.

Powerman, or Luke Cage, since his sunglasses were off, gave me a hearty grin. "You'd know, wouldn't you Webs?"

Ava, who was wearing her short and tank-top pajama's, stepped out from behind him. Since she was wearing her pajama's, that probably meant she was comfortable with the New Warriors and Web Warriors too. "Yeah," she scowled, "what was with being out in the snow last night? I thought you hated it."

"I do," I said. "I only went out there to help Dr. Connors."

"Oh really?" she planted her hands on her hips. "Well, according to Sam, he found you out freezing on a ledge  _before_  you went to help Connors."

I glared idily at Sam, who shrugged sheepishly. The rest of them looked at me expectantly.

"Okay, well....well, I just needed to clear my head was all." I insisted, arms folding over my chest. "Besides, I didn't stay out there _that_  long,"

"You almost got frostbite," Amadeus deadpanned.

I cringed. "Oh...well...I didn't though, so..." I coughed into my fist. "So...uh....what are you all doing out here anyway?"

Miles blinked at me owlishly, as if I just told him to go groom his Goblins' horns. "You seriously don't know?" he gasped, affronted. "Dude, it's Christmas!"

It was my turn to blink. "Oh my gosh...oh my gosh, you're right!" I sat up, energy already buzzing back in my limbs. "Well, Merry Christmas guys! You guys wouldn't happen to know how deep the snow is, would you?"

Miles sighed, "Let's just say, I think New York as taking a snow day today," was all he said.

I mentally swore. That meant there was no going outside as-of this morning, which meant I'd have to wait to go see Aunt May. But that didn't technically mean I couldn't call her.

I reached for my phone which was beside my suit - thank goodness I hadn't brought it outside with me while I was moping - and found the speed-dial to her number. "Well, I need to call Aunt May," I told the team," I don't want her spending Christmas completely alone." and swung my legs over the bed.

A chorus of "Whoa, whoa"'s filled the room as every head averted.

"Uh, you might want to cover up first," Cloak said, staring at the ceiling. I glanced down, realizing I was in an  _open-back_  hospital gown, with  _nothing_  underneath. I quickly jerked the blanket back over me, flushing red.

"We-well get out your nasties!"

They shared a laugh and left the room. But before they were all gone, Dagger turned to say, "And, I just wanted to say, thank for telling us your story. And...and to be honest, I'm kind of glad you got us to tell our's." and with that, she left with a warm smile. When the door was securely shut - and I waited several seconds to make sure it was - I got out of the bed. I pressed the speed-dial to Aunt May's number. It picked up on the second ring.

_"Hello? Peter?"_

"Merry Christmas Aunt May!" I greeted brightly as I stripped out of the plastic gown and picked up the underwear left for me, tucking the phone between my shoulder and my ear. "Sorry I couldn't be there yesterday, or today. Weather kind of got in the way."

" _Oh, Merry Christmas to you too. And, well, it wasn't all bad. Mary Jane did end up making it to the house and had to stay over because of the storm, so I'm not all alone. Don't worry. We're making wheat-cakes."_

I paused my shimmying into my spandex-pants to whine, "Without me?"

_"Well, unless you can make it back to the house within the hour, then yes."_

I huffed, pulling the pants up and grabbing the shirt next. "Well, they don't call me the Ultimate Spider-Man for nothing, you know."

 _"Hold up now,"_  her voice went low with warning. " _Connors already called me about what happened yesterday. I want you to stay at the Triskelion till your feeling better. Got it?_ "

"Aunt May, I'm fine," I assured, rolling my eyes, though her concern still left warmth spreading in my chest. "I promise. Just got a little chilly is all,"

" _Nope,_ " she said, obviously not convinced, " _not until I get an A-okay from Connors. I will not have my boy getting hypothermia."_

I chuckled this time, pulling on my gloves. "Alright, alright. Can you at least save me a wheatcake? Please? In the spirit of Christmas?"

She hummed as if to think about it.  _"Fine, but you have to give me a Christmas kiss in return."_

"As I've had to every year," I laughed. "But fine, deal."

After that, we chatted about a few other miscellaneous things before saying our good-byes. Dumping the phone into my boot as soon as it was pulled on with the rest of the costume, I peaked out of the room before stepping into the open-space of the Med-Bay, taking in the organized chaos of doctors, nurses, and agents. Connors was already waiting for me outside the door.

"Ah," he smiled. "The team told me you were up. How are you feeling?"

"Just fine," I repeated for the umpteenth time, " Just got cold, come on guys,"

"Oh,  _yeah,_  it's not like you almost got frostbite or anything," he retorted with a sardonic roll of his eyes. Dang, he's getting snarky.

I roll my eyes right along with him. "Says the guy who got trapped outside and fell off the side of the Triskelion," I shot back with a smirk. "I think I should be the one asking how  _you_  are doing."

"Oh, I'm fine," Connor said. "Just a little shaken. Anyway, I just came by to check on you."

"Thanks, I'm good. See," I patted my shoulder convincingly, "all fine."

"Good," he clapped me on the same shoulder. "Now, you should head down to the dorm rooms, the team is waiting for you."

I nodded and headed out of the Med Bay, but before I left Connors called after me, "Oh, and Spidey...thanks, for getting out there so quickly."

I smiled, "Anything for you Doc, I couldn't let you freeze and leave me in charge of the Triskelion. That'd be a catastrophe,"

"The worse," he grinned. "I mean, how would anything get done when you're wheeling around in Fury's chair all day?"

Oh, so that was still a thing. I winced, rubbing my neck, "So, uh, you're not going to tell Nick Fury about that, are you?"

Connors tilted his head in contemplation, "Oh...we'll see." with a final mischevious smirk, he turned his back and headed farther into the Med-Bay. I watched for a minute, wondering if I should be worried.

Nah. That's a tomorrow-Spidey problem.

Heart light and happy, I made my way out of the Med-Bay, greeting every agent with a smile and a "Merry Christmas" until I got to the dorms. As soon as the doors opened, however, I took a surprised step back.

The team was waiting in the dorms, just as Connor's said, mindlessly chatting in the center. But what drew my attention was the bunks hastily strung with small flashlights tied together as makeshift lights, and gun clips and small grenades as momentary ornaments. Before I would ask what military bunker replaced our beds, it hit me. The Secret Santa exchange we had a few weeks back - I almost forgot we planned on doing it today. Although, it was scheduled for tonight, but seeing how they were here with nowhere else to go, it made sense to do it now.

It was a good thing I had stashed my gift in my dorm closet before I went out patrolling yesterday.

I strolled over to the group, gesturing to the creatively-done decorations,"Looks awesome guys! 10 out of 10. Nick Fury would approve."

"Well, it's about time," Ava grinned, meeting me halfway across the floor. "We were almost ready to start without you," but the way she said it had me thinking otherwise.

"Sorry I'm late," I apologized, "There was this big storm yesterday that kind of set me back in my schedule, you wouldn't happen to know about that, would you?"

"Nope," she smirked, "Sorry, I don't accept excuses."

I played a hand over my heart. "Hey, I almost got frostbite you know,"

"Well, you  _were_  the one who went outside," Danny commented humorously.

"Well," I shrugged, "got me there. So," I clapped my hands together, "let's do this thing. Bring on the presents!"

The crowd momentarily dispersed to retrieve stashed presents. Some of the gifts were wrapped, but most were hastily covered in blankets and sheets since they all probably didn't have time to do some actual wrapping. Before I could retrieve the present I wrapped from in my closet, someone stepped beside me.

Ben stood there awkwardly, a blanket bundled in his arms. For a minute I thought he had gotten my name in the Secret Santa drawing until he instead hastily thrust the blanket into my arms.

"Connor's said to make sure you were covered up," he said.

I stared down at the blanket. "Aw, c'mon, I'm fine, enhanced healing factor and all that stuff. "

"Well, you're taking the blanket because I'm not taking it back," he snapped. I rolled my eyes, but smiled all the same and wrapped the blanket around my shoulders, giving an exaggerated twirl to appease his mission.

"There, it's on," I said, then added, "Thanks, Ben." 

He huffed, looking away. "Yeah, um...whatever, Punk," and stalked away. I watched him go, grin growing. Whatever it was that Ock did to leave Ben wound as tight as a cord, I was happy to see was those walls were breaking down. I almost dared to believe that Ben was finally opening up. He did seem to be getting closer. He didn't object to going on missions as often, and he was getting along with Miles and Amadeus really well. Although Flash was still adjusting to having him around, even though it's been _months_  since Ben joined us.

Still smiling, I got my present from the closet. We all trickled back to the center of the room where Tiger and I organized everyone into a sloppy circle. The gift exchange was quick. I got the last comic book in my vintage collection from Powerman, who got tickets to whatever sports were happening next season from White Tiger. Tiger got a collection of new books to read from Sandman. Flint got a membership card to his favorite bowling place from Agent Venom. Cloak got Agent Venom a new football and basketball (after the latter was chewed up by Monkey Joe and company). Iron Fist got Cloak a rare artifact from Kun 'Lun, and received a new set of inscents from Triton. Triton got some much-appreciated bath bubbles and salts from Kazar. Kazar was got a knife collection from Dagger, Etc..

I gave my wrapped gift to Ben, the person I got for the drawing. Ben blinked, surprised, before taking it with almost delicate hands.

I beamed, "Merry Christmas, Ben!"

He stared at the bow adorning the top as if he had no idea what to do with it. "You - you actually got me a present?" he whispered as if he expected me  _not to_.

I rolled his eyes. "Uh, duh. It's Christmas, Ben. Everyone gets a present!" He didn't look like he was entirely sure on that.

But then, almost timidly, he began to unwrap it. I bounced on the balls of my feet, gnawing on my lip. Inside, was a holiday knit sweater done in red and black with his spider insignis knitted in the center, beside it was a matching scarf.

Ben held it up in the light, squinting, "Gee, thanks."

I rubbed my neck shyly. "Y-yeah, it's actually from Aunt May and me. Flash, Amadeus, and Miles all get one too, but their's are at home, and I added a little something to the scarf."

Ben turned the cloth over to see a small charm dangling from the scarf tussles. It was a small Spider-Man figure painted over in red and black to match the Scarlet Spider suit.

"There were no Scarlet Spider figures yet." I admitted, "or else I would've used that instead - but don't worry, I'm sure they'll come into stock soon - but I, uh, just painted over one of the Spider-Man charm. I mean, I know I'm not the best painter, but it shouldn't wear off or chip if its not handled roughly. But, that's not to say you can't, like, do anything with, but I just- "

Ben interrupted my blabber with a strong, but sincere, "Thank you." He held the scarf and sweater in his hand, fingers lightly caressing the spider symbol. "I...I don't deserve this..."

I clapped him softly on the shoulder. "You do deserve it. And if you won't accept it as a Christmas present, then take it as a thank-you-gift." He looked at me. "It's a thank you for saving me the day Hydra took over. You could've stayed out of it, but you didn't. You saved my life. So thank you, Ben."

He swallowed thickly, and whispered, "Don't mention it, punk"

"And, it might not be of any consolation to you, but we WILL stop Doc Ock. I know he probably put you through some nasty stuff, but we'll catch him. He won't hurt anyone anymore. I promise."

Ben stared more intensely at the sweater, fingers tightening around the sleeve. "Thanks," he repeated, voice rough.

"Don't mention it," I grinned and added a sly. "punk." before I went off to join the others. My efforts earned me a light chuckle from Ben, which I definitely counted as a win. I left him to look over his gift and climbed into my bunk to read my new comic. As I settled in the blankets, I was suddenly aware of how much...lighter I felt. As if a hidden burden had been lifted. Maybe Angel Spidey had been right, and telling them really did help. I thought I was fine with Uncle Ben's death, and mentally, I guess I was. But, honestly, I don't think I'll ever really get over his death - but it's not something that will trouble me often.

I looked over at the rest of the team, who had spread around the room, laughing, chatting, and tinkering with the gifts they received. Well, all aside from Ben who sat on his bunk, softly touching the sweater in his lap, with the scarf already secured around his neck, the painted-over Spider-Man charm dangling freely from the tussles. I really hope he liked it. Aunt May and I had worked hard on making it, we even took turns knitting. I just wanted Ben to know that he had a family here.

They were all a family. And, now that most of us had shared our story, everything seemed a whole lot friendly. Smiles came more easily, there's was an authentic light in every eye, and laughter wasn't as strained or fake. It wasn't perfect, there was still a lot I didn't know about each of them specifically; names, favorite food, or origin stories, but it was something.

And it was nice, and I could tell they sensed it too.

Humming pleasantly, I opened the comic on his lap. But before I get distracted, I'd just like to say to all your lovely readers out there - yes, you, the one looking at the screen - while it may be a little creepy that you guys are watching me all the time, I just wanted to say....Merry Christmas! Love yourself, your family,  your friends, and embrace mistakes. Bad things happen all the time, and it sucks, but there's always a chance to turn it around.

New year, new goals, new outlook - but same you.

And I love that.

 

 

 

 

Also, why do you guys enjoy watching me anyway? Kind of weird, don't ya think?

Just saying...

**Alright Spidey, you're done. Down boy, the end credits are rolling.**

**Anyway, I am sorry this was late and didn't really get finished around the same time as Christma (almost took a whole month, holy crap!) Anyway, a lot of you have been wondering when I will be updating "Reticent Monsters", which I am pleased to say I will be working on an update for that as soon as this chapter is posted. Which it should be...if you're reading this....**

**Hi my future self who has probably posted this chapter already!**

**That's right, I just broke the fourth wall...in a way. BOOM!**

**Dudes, I got Writer's Block halfway through this chapter and literally wrote a 600 word long rambling of me arguing with Angel and Devil Spidey XD It helped...eventually. I got the chapter done anyway.**

**And I'm rambling now. Thank you everyone who has commented and supported this story! And I hope you are having a wonderful 2018 so far!!! I love you and all the love and support you guys send me whether its through reviews or messages! I don't think my fanwriter "career" would've lasted this long without you.**

**Love you all! <3**

**-OfficialUSMWriter signing off for 2017.**


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